STANDARD TERMS AND CONDITIONS OF SUPPLY

1. DEFINITIONS
  • 1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions) . Contract: the Customer’s order for Products and Services and the Supplier's subsequent acceptance agreed between the parties and confirmed by a purchase order Customer : the party identified as the Customer in any purchase order Customer's Manager : the Customer's manager for Products and Services, appointed in accordance with condition Error! Reference source not found.. Product: goods including but not limited to computer hardware and software items to be provided by the Supplier to the Customer in accordance with the Contract, referred to in any purchase order Products and Services : the Products and / or Services to be provided by the Supplier referred to in any purchase order Services: the services to be provided by the Supplier under the Contract referred to in any purchase order Supplier: C.C. (Engineering) Limited incorporated and registered in England and Wales with company number 01900317 whose registered office is at Technology House, 215 High Street, Yiewsley, West Drayton, Middlesex UB7 7QP. Third Party Software : software owned by or licensed to the Customer from a third party owner (whether or not supplied by the Supplier) and which comprises part of the Products. VAT: value added tax chargeable under English law for the time being and any similar additional tax.
  • 1.2 Condition, schedule and paragraph headings shall not affect the interpretation of these Conditions.
  • 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.
  • 1.4 The schedules form part of the Contract and shall have effect as if set out in full in the body of these Conditions and any reference to the Contract includes the schedules.
  • 1.5 Words in the singular shall include the plural and vice versa.
  • 1.6 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re - enactment and includes any subordinate legislation for the time being in force made under it.
  • 1.7 A reference to writing or written includes faxes but not e- mail.
  • 1.8 Where the words include(s), including or in particular are used in these terms and conditions, they are deemed to have the words without limitation following them and where the context perm its, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
  • 1.9 Any obligation in the Contract on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
  • 1.10 References to conditions and schedules are to the conditions and schedules of the Contract.
2. APPLICATION OF CONDITIONS
  • 2.1 These Conditions shall:
    • (a) apply to and be incorporated into the Contract; and
    • (b) prevail over any inconsistent terms or conditions contained, or referred to, in the Customer's confirmation of order or other document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.
  • 2.2 All orders placed with the Supplier by the Customer for Products and Services shall constitute an offer to the Supplier, under the terms and conditions of this Contract, subject to availability of the Products and Services and to acceptance of the order by the Supplier ’s authorised representative.
  • 2.3 The Customer's standard terms and conditions (if any) shall not govern the Contract unless they are amended by the Supplier in writing and signed by the Supplier.
  • 2.4 The Supplier may amend this Contract upon 14 days written notification to the Customer. The modified terms and conditions of supply shall apply to any orders placed by the Customer after the expiry of such notice period.
  • 2.5 The Customer cannot rely on statements made before signature of the Contract unless made by the Supplier ’s authorised representative and either: (a) it is expressly stated by the Customer that the statement is to be relied upon; and (b) it is reproduced in a letter to the Customer and not withdrawn before the Contract is made.
  • 2.6 Nothing in this Contract shall affect or limit liability for fraudulent misrepresentation.
3. PROVISION OF PRODUCTS AND SERVICES
  • 3.1 The Supplier shall provide the Products and Services to the Customer, in accordance with Schedule 1 .
  • 3.2 The Customer shall:
    • (a) co-operate with the Supplier in all matters relating to the Products and Services and appoint the Customer's Manager in relation to the Products and Services, who shall have the authority contractually to bind the Customer on matters relating to the Products and Services ;
    • (b) provide such access to the Customer's premises and data, and such office accommodation and other facilities as may reasonably be required by the Supplier and agreed with the Customer, in advance, for the purposes of the Products and Services; and
    • (c) provide such information as the Supplier may request and the Customer considers reasonably necessary, in order to carry out the Products and Services in a timely manner, and ensure that it is accurate in all material respects;
    • (d) inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer's premises; and
    • (e) [ANY OTHER RELEVANT OBLIGATIONS].
4. CHANGE CONTROL
  • 4.1 If either party wishes to change the scope or execution of the Products and Services, it shall submit details of the requested change to the other in writing.
  • 4.2 If the Customer requests a change to the scope or execution of the Products and Services:
    • (a) the Supplier shall, within a reasonable time provide a written estimate to the Customer of:
      • (i) the likely time required to implement the change;
      • (ii) any necessary variations to the Supplier's charges arising from the change;
      • (iii) any other impact of the change on the terms of the Contract.
    • (b) if the Customer does not wish to proceed, there shall be no change to the Contract; and
    • (c) if the Customer wishes the Supplier to proceed with the change, the Supplier shall do so after agreement on the necessary variations to its charges, the Products and Services and any other relevant terms of the Contract to take account of the change and the Contract shall be varied in accordance with condition 14.
  • 4.3 If the Supplier requests a change to the scope of the Products and Services , the Customer shall not unreasonably withhold or delay consent to it. If the Customer wishes the Supplier to proceed with the change, the Supplier shall do so, following a variation of the Contract in accordance with condition 14.
5. CHARGES AND PAYMENT
  • 5.1 Condition 5.2 shall apply if the Supplier provides the Products and Services on a time and materials basis. Condition 5.3 shall apply if the Supplier provides the Products and Services for a fixed price. The remainder of this condition 5 shall apply in either case.
  • 5.2 Where the Products and Services are provided on a time and materials basis:
    • (a) the charges payable for the Products and Services shall be calculated in accordance with the Supplier's standard daily fee rates for the Supplier's Team, details of which are set out in Schedule 2;
    • (b) the Supplier's standard daily fee rates for each individual person are calculated on the basis of an eight hour day with permitted breaks, worked between 9.00 am and 5.00 pm on weekdays (excluding public holidays);
    • (c) the Supplier shall be entitled to charge on a pro -rata basis for part- days worked by the Supplier's Team;
    • (d) the Supplier shall ensure that the members of the Supplier's Team complete time sheets recording time spent on the Products and Services, and shall use such time sheets to calculate the charges covered by each monthly invoice referred to in condition 5.2(e); and
    • (e) the Supplier shall invoice the Customer monthly in arrears for its charges for time, expenses and materials (together with VAT where appropriate) for the month concerned, calculated as provided in this condition 5.2 and condition 5.4.
  • 5.3 Where the Products and Services are provided for a fixed price, the total price for the Products and Services shall be the amount set out in Error! Reference source not found. of Error! Reference source not found. . The total price shall be paid to the Supplier in instalments, as set out in Error! Reference source not found. of Error! Reference source not found. . At the end of a period specified in Error! Reference source not found. of Error! Reference source not found. in respect of which an instalment is due, the Supplier shall invoice the Customer for the charges that are then payable, together with expenses, the costs of materials (and VAT, where appropriate) calculated as provided in condition 5.4.
  • 5.4 The Supplier's charges exclude:
    • (a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably and properly incurred by members of the Supplier's Team in connection with the Products and Services, and the cost of any materials or Products and Services reasonably and properly provided by third parties required by the Supplier for the supply of the Products and Services. Such expenses, materials and third party Products and Services shall be invoiced by the Supplier at cost price. The Supplier shall obtain the Customer's approval before incurring any such expense, material or service exceeding £ 95.00; and
    • (b) VAT, which the Supplier shall add to its invoices at the appropriate rate.
  • 5.5 The Customer shall pay each invoice properly due, issued and submitted to it by the Supplier, within 30 days of issue of invoice. In default of payment the Supplier shall be entitled to charge monthly interest on any sum remaining due after 30 days at 4% above the base rate in force at the end of the 30 day period.
  • 5.6 [Claims for payment in respect of materials purchased by or Products and Services provided to the Supplier, or for reimbursement of expenses, shall be payable by the Customer only if accompanied by relevant receipts.]
  • 5.7 The Customer does not have the right to set off any money claimable from the Supplier against any sums owing to the Supplier by the Supplier.
  • 5.8 Until the Customer pays all debts to the Supplier : (a) all Products will remain the property of the Supplier ; and (b) all Products must be stored so that they are clearly identifiable as the property of the Supplier; and the Customer must insure all such Property. Notwithstanding the Supplier’s retention of title to the Products, the Supplier reserves the right to take legal proceedings to recover the cost of Products supplied should the Customer not make full payment by the invoice due date.
6. QUALITY OF PRODUCTS AND SERVICES
  • 6.1 The Supplier warrants that it has good title to or licence to supply all Products to the Customer.
  • 6.2 If any part of the hardware Products should prove defective in materials or workmanship under normal operation or service, such Products will be repaired or replaced only in accordance with any warranty cover or terms as provided by the manufacturer of the products provide that no unauthorised modifications to the product or to the system which the Product forms part have taken place. The Supplier is not responsible for the cost of labour or other expenses incurred in repairing defective or non-conforming parts.
  • 6.3 The Supplier reserves the right to test all Products returned as faulty and to return to the Customer (at the Customer’s expense) any Products found not to be faulty. The Supplier reserves the right to levy an additional reasonable charge to cover the cost of such testing.
  • 6.4 Software Products supplied under this Contract are supplied “as is”. The sole obligation of the Supplier in connection with the supply of software Products is to use all reasonable endeavours to obtain and supply a corrected version from the manufacturer concerned in the event that such software Product should fail to conform to product description provided always that the Customer notifies the Supplier of any such non-conformity within 14 days of the date of delivery of the applicable software Product.
  • 6.5 The Supplier cannot accept any liability in relation to any losses, costs or expenses which arise through any difficulty caused over date changes.
  • 6.6 If the Products are rejected by the Customer as not being in accordance with the Customer’s order pursuant to clause 8.2 or 8.4 of these terms and conditions, the Supplier will accept the return of such Products as provided in clause[ ] of these terms and conditions. The Supplier will not consider any claim for compensation, indemnity or refund or liability unless it has been established or agreed with the manufacturer and, where applicable, the insurance company.
  • 6.7 EXCEPT AS SPECIFICALLY SET OUT IN THIS CLAUSE, THE SUPPLIER DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF DESCRIPTION, DESIGN, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM ANY PREVIOUS COURSE OF DEALING, USAGE OR TRADE PRACTICE.
7. INTELLECTUAL PROPERTY RIGHTS
  • 7.1 Any proprietary rights used on or in relation to the Products or any Third Party Software supplied under this Contract, including but not limited to, any title or ownership rights, patent rights, copyrights and trade secret rights, shall vest and remain vested in the Supplier or the owner of the Third Party Software.
  • 7.2 It is the sole responsibility of the Customer to comply with the terms and conditions of licence attaching to Third Party Software supplied and delivered by the Supplier . Failure by the Customer to comply with such terms and conditions could result in the Customer being refused a software licence or having a software licence revoked by the proprietary owner. The Customer shall indemnify the Supplier against any costs, charges or expenses incurred by the Supplier as the result of any breach by the Customer of such terms and conditions.
  • 7.3 [THIS CONTRACT DOES NOT TRANSFER TO THE CUSTOMER TITLE OR OWNERSHIP OF SOFTWARE PRODUCTS OR ANY THIRD PARTY SOFTWARE]
8. RETURNS
  • 8.1 The Supplier reserves the right to levy an administration charge in respect of the rotation of Products and returns.
  • 8.2 Returns must be made subject to the following: (a) prior authority having been obtained from the Company which will be given at the Company’s sole discretion; (b) the request for the return must be made within 14 days of the date of invoice and the Products in issue must be returned within 14 days of the authority to return; (c ) subject to the Company stock rotation policy; (d) the Products must be properly packed; (e ) the Products must be in a saleable condition; (f) the Products must be accompanied by a list of the Pro ducts; and (g) the Products must still be covered by warranty in accordance with clause 6.
  • 8.3 The Supplier reserves the right to reject any Products which do not comply with the conditions set out in clause 8.2 of this Contract.
  • 8.4 If the Company nevertheless agrees to accept any Products returned which are not in a saleable condition, the Company reserves the right to charge the cost to the Customer of bringing the Products into a saleable condition.
9. INDEMNITY
  • 9.1 The Supplier shall indemnify and hold the Customer harmless from all claims which are caused solely by the negligence of the Supplier’s assigned employees acting within the course of their employment and the scope of their authority. The Supplier’s total liability under this sub - clause shall be limited to £5,000,000.00 for any one event or series of connected events.
  • 9.2 Except as stated in condition 9 .1, the Supplier excludes all liability to the Customer in connection with the Contract including liability for any indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses)
  • 9.3 The Customer shall indemnify and hold harmless the Supplier against any third party claims arising from any action of the Supplier done in accordance with the instructions of the Customer.
  • 9.4 The provisions of this condition shall survive termination of the Contract, however arising.
10. CONFIDENTIALITY AND T HE SUPPLIER 'S PROPERTY
  • 10.1 The Customer shall safeguard and (save as may be required by law) keep confidential all information entrusted to it by the Supplier which is not in the public domain and take all reasonable precautions to safeguard the Supplier’s confidential information.
  • 10.2 Access to confidential information of the Supplier shall be restricted to those employees who need to be aware of confidential information in order for the Customer to fulfil its obligations under this Contract.
  • 10.3 All confidential information passed to the Customer by the Supplier shall remain the exclusive property of the Supplier and the Customer undertakes to return such information at the request of the Supplier or upon termination or expiration of this Contract, whichever is the earliest.
  • 10.4 This condition shall survive termination of the Contract, however arising.
11. TERMINATION
  • 11.1 The Supplier may terminate the Contract without liability to the Customer immediately on giving notice to the Customer if:
    • (a) an order is made or a resolution is passed for the winding up of the Customer, or circumstances arise which entitle a court of competent jurisdiction to make a winding- up order of the Customer; or
    • (b) an order is made for the appointment of an administrator to manage the affairs, business and property of the Customer, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Customer, or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
    • (c) a receiver is appointed of any of the Customer 's assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Customer, or if any other person takes possession of or sells the Customer's assets; or
    • (d) the Customer makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
    • (e) the Customer ceases, or threatens to cease, to trade; or
    • (f) the Customer takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
  • 11.2 If either party commits a material breach of any of the terms of the Contract and fails to remedy that breach within 14 days of being notified in writing of the breach the Contract may be terminated immediately on giving notice.
  • 11.3 Termination of the Contract, however it arises, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.
12. EXPORT AND DATA PROTECTION
  • 12.1 The hardware and software Products and the technology subject to this Contract, are subject to the export control laws and regulations of the United States, EU and National legislation. The Customer will comply with all these laws and regulations.
  • 12.2 The Customer shall not, without prior appropriate government authorisation, export, re - export or transfer any hardware or software Products, or technology subject to this contract, either directly or indirectly, to any country subject to a U.S. trade embargo or to any resident or national of any such country, or to any person or entity listed on the “Entity List” or “ Denied Persons List” maintained by the U.S. Department of Commerce of the list of “Specifically Designated Nations and Blocked Person s” maintained by the U. S. Department of Treasury or any other comparable European or local regulation.
  • 12.3 In addition, any hardware or software Products, or technology subject to this Contract many not be exported, re -exported or transferred to an end -user engaged in activities related to weapons of mass destruction.
  • 12.4 The parties are committed to respecting the privacy rights of individuals. To the extent that a party collects and transfers to the other party any personal data, the receiving party will comply with relevant laws and regulations related to this collection and transfer and agrees also to comply with relevant laws and regulations related to the storage, maintenance and processing of such personal data.
  • 12.5 The Customer agrees that the Company may make such enquiries and searches and obtain such references as it considers necessary from any person, firm or company including any credit reference agency (which will keep a record of any search made) and may disclose the results of those enquiries, searches and references and any information given by the customer (“relevant information”) to any credit reference agency or to any other company in any corporate group of which it is a member, to any company or business associated with it and to any person, firm or company acting on the Company’s behalf for any purpose connected with the Company’s business.
13. FORCE MAJEURE
The Supplier reserves the right to defer the date for performance of the Product or to terminate the Contract , if it is prevented from or delayed in carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock- outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub- contractors.

14. VARIATION
Subject to condition 4 , no variation of the Contract shall be valid unless it is in writing and signed by or on behalf of each of the parties.

15. WAIVER
A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

16. ASSIGNMENT
  • 16.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub- contract or deal in any other manner with all or any of its rights or obligations under the Contract.
  • 16.2 [ The Supplier may at any time assign, transfer, charge, sub -contract or deal in any other manner with all or any of its rights or obligations under the Contract. ]
17. NO PARTNERSHIP OR AGENCY
Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation o r liability and the exercise of any right or power).

18. RIGHTS OF THIRD PARTIES
The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

19. NOTICES
Notice given under the Contract shall be in writing, sent for the attention of the person, and to the address or fax number, given in the Contract (or such other address, fax number or person as the relevant party may notify to the other party) and shall be delivered personally, sent by fax or sent by pre- paid, first- class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of pre- paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this condition 19 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday o n a day that is a business day), at 9.00 am on the first business day following delivery. To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

20. GOVERNING LAW AND JURISDICTION
  • 20.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
  • 20.2 The parties irrevocably agree that the courts of England and Wales shall have jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.