DEFINITIONS AND INTERPRETATION
In these Conditions:
o "Additional Charges" means any additional costs incurred by the Supplier as a result of the actions or inactions of the Client or its agents for which the Supplier will be reimbursed by the Client.
o "Client" means the person or company for whom the Supplier has agreed to provide the Specified Service in accordance with these Conditions;
o "Conditions" means the Supplier's standard terms and conditions for the supply of services set out in this document;
o "Contract" means the Specification, together with these Conditions and any Special and Overriding Terms and Conditions for the provision of the Specified Service;
o "Contract Period" means the time to complete the Specified Service stated in the Specification.
o "Document" includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, film, negative, tape or other device embodying visual images and any disc, tape, Flash drive or other device embodying any other data;
o "Input Material" means any Documents or other materials, and any data or other information provided by the Client to the Supplier relating to the Specified Service;
o "Key Personnel" means any key Supplier personnel named in the Specification;
o "Output Material" means any Documents or other materials, and any data or other information provided by the Supplier to the Client relating to the Specified Service;
o "Parties" means the Client and the Supplier.
o "Price" means the price or fee to be paid by the Client to the Supplier for the Specified Service;
o "Special and Overriding Terms and Conditions" means any additional terms and conditions included in the Specification that are in addition to and/ or override these Conditions.
o "Specification " means the details of the Specified Service;
o "Specified Service" means the service to be provided by the Supplier for the Client and referred to in the Specification;
o "Supplier" means National Metals Technology Centre Limited (registered in England and Wales under number 4426904) whose registered office is at Swinden House, Moorgate Road, Rotherham, South Yorkshire S60 3AR;
The heading in these Conditions are for convenience only and shall not affect their interpretation.
1. SUPPLY OF THE SPECIFIED SERVICE
1.1 The Supplier shall provide the Specified Service to the Client subject to these Conditions and any Special and Overriding Terms and Conditions. Any changes or additions to the Specified Service, the Specification, the Conditions or any Special and Overriding Terms and Conditions must be agreed in writing by the Supplier and the Client. No terms or conditions endorsed upon, delivered with or contained in the order or similar from the Client shall form part of the Contract. In the event of any ambiguity or conflict arising between these Conditions and any Special and Overriding Terms and Conditions, the Special and Overriding Terms and Conditions shall prevail.
1.2 The Client shall at its own expense supply the Supplier with all necessary Input Materials within sufficient time to enable the Supplier to provide the Specified Service in accordance with the Contract. The Client shall ensure the accuracy of all Input Material.
1.3 The Client shall at its own expense retain duplicate copies of all Input Material. The Supplier shall have no liability for any such loss or damage, however caused. All Output Material shall be at the sole risk of the Client from the time of delivery to the Client.
1.4 The Specified Service shall be provided in accordance with the Specification and otherwise in accordance with the Supplier's current brochure or other published literature relating to the Specified Service from time to time, subject to these Terms and Conditions.
1.5 The Supplier may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other Document relating to the provision of the Specified Service without any liability to the Client.
1.6 The Supplier may at any time without notifying the Client make any changes to the Specified Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.
1.7 No order submitted by the Client shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier.
1.8 The Client shall be responsible to the Supplier for ensuring the accuracy of the terms of any order.
1.9 The Supplier shall supply the Services in accordance with any written quotation of the Supplier which is accepted by the Client, or any written order of the Client which is accepted by the Supplier, subject in either case to these Conditions and any Special and Overriding Terms and Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Client.
1.10 No order which has been accepted by the Supplier may be cancelled by the Client except with the agreement in writing of the Supplier and on terms that the Client shall indemnify the Supplier in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Supplier as a result of cancellation.
2. PRICE OF SERVICES
2.1 The Price, unless otherwise so stated, shall be exclusive of any applicable value added tax which shall be payable by the Client (subject to receipt of a VAT invoice) at the rate prevailing at the relevant tax point; and
2.2 The Price includes the cost of all charges for packaging, packing, shipping, carriage, insurance and delivery of any Materials unless otherwise expressly stated in the Contract.
2.3 No variation in the Price will be accepted by the Supplier without its express consent in writing.
3. TERMS OF PAYMENT
3.1 Payment of the Price shall be made 50% with order and 50% within 30 days of the date of the invoice for all invoices unless Special and Overriding Terms are agreed.
3.2 The Client may not withhold payment for any disputed amount greater than the value of rectifying the disputed element of the Specified Service
3.3 The Supplier shall be entitled to invoice the Client following the end of each month in which the Specified Service is provided, or at other times set out in the Specification or agreed with the Client.
3.4 VAT, where applicable, shall be shown separately on all invoices as a strictly net extra.
3.5 If payment is not made on the due date, the Supplier shall be entitled without limiting any other rights it may have to charge interest on the outstanding amount (both before and after any judgment) at the rate of three per cent above the base rate from time to time of Royal Bank of Scotland Bank PLC from the due date until the outstanding amount is paid in full.
4. ADDITIONAL CHARGES
4.1 The Client shall pay the Additional Charges for the provision of the Specified Service.
4.2 The Supplier shall give not less than two weeks' written notice to the Client of its intention to invoice the Additional Charges.
4.3 All Additional Charges are exclusive of any value added tax, for which the Client shall be additionally liable at the applicable rate from time to time.
4.4 The Supplier's Additional Charges shall be paid by the Client together with any applicable value added tax and without any set-off or other deduction within 30 days of the date of the Supplier's invoice.
5. VARIATIONS
No variations to the Contract shall be made or binding unless agreed in writing by the Parties.
6. RIGHTS IN INPUT MATERIAL AND OUTPUT MATERIAL
6.1 The property and any copyright or other intellectual property rights in:
6.1.1 Any Input Material shall belong to the Client;
6.1.2 Any Output Material shall, unless otherwise agreed in writing between the Client and the Supplier, belong to the Supplier, subject only to the right of the Client to use the Output Material for the purposes of utilising the Specified Service by way of a non exclusive licence subject only to payment in full of all sums payable under the Contract.
6.2 Any Input Material or other information provided by the Client which is so designated by the Client shall be kept confidential by the Supplier, and all Output Material or other information provided by the Supplier which is so designated by the Supplier shall be kept confidential by the Client, but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
6.3 The Client warrants that any Input Material and its use by the Supplier for the purpose of providing the Specified Service will not infringe the copyright or other rights of any third party and the Client shall indemnify the Supplier against any loss, damages costs expenses or other claims arising from any such infringement.
6.4 Subject to clause 6.3, the Supplier warrants that any Output Material and its use by the Client for the purposes of utilising the Specified Service will not infringe the copyright or other rights of any third party and the Supplier shall indemnify the Client against any loss damages costs expenses or other claims arising from any such infringement.
7. GENERAL DUTIES OF THE SUPPLIER
7.1 The Supplier shall provide the Specified Services to the Client in a professional manner with due care and diligence to the best of its abilities.
7.2 The Supplier accepts no liability for the use of any information or data provided.
7.3 The Supplier shall not be restricted in providing similar services to other third parties.
7.4 The Supplier shall supply the Specified Service using the Key Personnel where identified and shall have the right to nominate alternate personnel if any or all of the Key Personnel become unavailable.
8. WORK ON CLIENT'S PREMISES
8.1 Where the Supplier requires access to the Client's premises for the purposes of performance of the Specified Service the Client shall provide reasonable access and all services necessary to permit the Supplier to fulfil its obligations under the Contract at mutually convenient times.
8.2 The Supplier will commit no act or omission at the Client's premises which would render the Client liable to any person and the Supplier shall observe the Client's regulations and provisions in force relating to the safety of persons when using the Client's premises.
9. FORCE MAJEURE
9.1 If either party is affected by Force Majeure it shall forthwith inform the other party in writing of the matters constituting the Force Majeure and shall keep the party fully informed of the continuance and of any change of circumstances whilst such Force Majeure continues.
9.2 The Supplier shall not be liable for any breach of its obligations resulting from a cause beyond its control including but not limited to fire, strikes, insurrection, riots, embargoes, shortage of materials, delays in transportation, requirements of civil or military authority, war, civil unrest or terrorist action. If a default due to any of these matters shall continue for 60 days, the Supplier shall have the right to terminate the Contract without liability to the Client by serving written notice on the Client.
9.3 Save as provided for in clause 9 a Force Majeure shall not entitle the Client to terminate this Contract and neither party shall be in breach of this Contract nor otherwise liable to the other party, by reason of any delay in performance or non-performance of any of its obligations due to a Force Majeure.
10. WARRANTIES AND LIABILITY
10.1 The Supplier warrants to the Client that the Specified Service will be provided using reasonable care and skill and, as far as reasonably possible in accordance with the Specification and at the intervals and within the times referred to in the Specification. Where in connection with the provision of the Specified Service the Supplier supplies any goods or services supplied by a third party the Supplier does not give any warranty guarantee or other term as to their quality fitness for purpose or otherwise but shall where possible assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.
10.2 Any claim by the Client of any breach by the Supplier of the Contract or these Conditions (including the warranty contained in Clause 10.1 above), must be notified to the Supplier within 30 days of the supply of the Specified Service. If the Client does not notify the Supplier accordingly, the Client will be deemed to have accepted the Specified Service and the Supplier shall have no liability in relation to the provision of the Specified Service and the Client shall be bound to pay the Price in full. Where the Client has made a valid claim, the Supplier will at its sole discretion either re-perform the part of the Specified Service which does not comply with the Contract or refund the Client of such amount of the Price as is reasonable on a quantum meruit basis.
10.3 The Supplier shall have no liability to the Client for any loss damage costs expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or arising from their late arrival or non-arrival or any other fault of the Client.
10.4 Except in respect of death or personal injury caused by the Supplier's negligence or as expressly provided in these Conditions the Supplier shall not be liable to the Client by reason of any representation (unless fraudulent) or any implied warranty condition or other term or any duty at common law, or under the express terms of the Contract for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of the Specified Service or their use by the Client, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier's charges for the provision of the Specified Service, except as expressly provided in these Conditions.
10.5 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.6 Any dates quoted for delivery of the provision of the Specified Services are approximate. The Supplier shall not be liable to the Client or be deemed to be in any breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier's obligations in relation to the Specified Service. Time of delivery of the Specified Service shall not be of the essence of the Contract.
11. TERMINATION
11.1 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Conditions and if capable of remedy fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into administration, administrative receivership, receivership, voluntary arrangement or liquidation or in the case of an individual or firm becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
11.2 The cost of all and any work completed by the Supplier up to the date of termination and any costs incurred by the Supplier as a result of a cancellation by the Client under clause 11.1 will be payable by the Client to the Supplier.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 Intellectual Property Rights means all patents, inventions, trademarks, trade names, logos, design rights, registered designs, copyright, database rights, know-how and trade secrets where so ever subsisting and whether available by registration or not and any part or parts thereof.
12.2 All background Intellectual Property Rights shall remain the property of the party which created and/or possessed it. Background Intellectual Property means any Intellectual Property Rights that are in the possession of either party prior to the commencement of the provision of the Specified Service.
13. CONFIDENTIALITY
The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by the Supplier or its agents and any other confidential information concerning the Supplier's business or its products which the Client may obtain and the Client shall restrict disclosure or such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Client's obligations to the Supplier and shall ensure that such employees, agents or sub-contracts are subject to like obligations of confidentiality as bind the Client.
14. DATA PROTECTION ACT 1998
NAMTEC is registered under the Data Protection Act 1998. It will only use any personal information made available to it for the purpose of providing the Specified Service to the Client outlined in the Contract.
15. GOVERNING LAW
The construction, validity and performance of the Contract and these terms and conditions shall be governed and construed in accordance with English law, and the Supplier hereby submits to the non-exclusive jurisdiction of the English Courts.
16. GENERAL
16.1 These Conditions (together with the terms, if any, set out in the Specification and/or Special and Overriding Terms and Conditions) constitute the entire agreement between the Parties, supersede any previous agreement or understanding and may not be varied except in writing between the Parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
16.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
16.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
16.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
16.5 When Services are provided by the Supplier as part of a Government funded scheme the Client shall keep and make available for audit all records relating to the Services including any Baseline, Outputs or Results data provided by the Client until 31st December 2023.
National Metals Technology Centre Ltd (NAMTEC), Swinden House, Moorgate Road, Rotherham S60 3AR Tel: 01709 724990
