Terms and Conditions of Supply
1 Contract
1.1 All quotations or estimates given, orders accepted and Contracts (as defined below) entered into by Sable & Hawkes Ltd with a client (‘you’ or ‘your’) for supply by Sable & Hawkes Ltd of design and communication services, public relations services, marketing and recruitment literature design, website design and other services (‘Services’) are subject to these conditions of supply (‘Conditions’) which shall apply to the exclusion of all other conditions whether express or implied by law or otherwise. No variation of these Conditions will be effective unless agreed to in writing by an authorised representative of Sable & Hawkes Ltd.
1.2 No estimate, proposal,quotation or other document issued by Sable & Hawkes Ltd is an offer to sell the Services capable of acceptance by you to form a contract between Sable & Hawkes Ltd and you. Your order for the Services (constituted by your signing off the proposal document or by other means including, but not limited to, placing a purchase order with Sable & Hawkes Ltd) shall be deemed placed upon these Conditions and shall constitute an offer to purchase the Services which Sable & Hawkes Ltd may accept or reject. Sable & Hawkes Ltd may accept your order in writing or by other means, including, for example, by commencing the performance of the Services specified in the order. If Sable & Hawkes Ltd accepts your offer, there shall be a binding contract between Sable & Hawkes Ltd and you (‘Contract’).
1.3 It is your responsibility to obtain authority or purchase order numbers (where required) from your purchasing department or any other representative of yours from whom approval is required prior to placing an order with Sable & Hawkes Ltd, and Sable & Hawkes Ltd shall not be responsible for an failure by you to obtain any such authority or approval prior to placing an order for the Services with Sable & Hawkes Ltd.
1.4 Sable & Hawkes Ltd’s employees or agents are not authorised to make any representations concerning the Services unless such representations are confirmed by Sable & Hawkes Ltd in writing. In entering into the Contract you acknowledge that you do not rely on any such representations which are not so confirmed.
2 Specifications
2.1 You shall be responsible to Sable & Hawkes Ltd for ensuring the accuracy of the terms of any order (including the proposal document and any applicable specification for the Services) submitted by you, and for giving to Sable & Hawkes Ltd all necessary information and facilities (including access to premises) relating to the Services within a sufficient time to enable Sable & Hawkes Ltd to perform the Contract in accordance with its terms.
2.2 The specification for the Services shall be that set out in Sable & Hawkes Ltd’s proposal or cost estimate documents or as otherwise agreed in writing by Sable & Hawkes Ltd.
3 Price and Payment
3.1 The price of the Services shall be the price quoted by Sable & Hawkes Ltd. The price of the Services excludes Value Added Tax and any other sales tax or duties of any kind payable on the Services, which you shall pay to Sable & Hawkes Ltd in addition to the price.
3.2 Sable & Hawkes Ltd reserves the right to charge you in addition to the price of the Services for travelling and other expenses reasonably incurred by Sable & Hawkes Ltd in carrying out the Services.
3.3 Unless otherwise agreed, you shall pay the price of the Services in full without any deduction or set-off within 30 days (including weekends) of the date of Sable & Hawkes Ltd’s invoice for the Services. Time for payment shall be of the essence and if you fail to make any payment on the due date then, without prejudice to any other right or remedy available to it, Sable & Hawkes Ltd shall be entitled to:
3.4.1 charge you interest on any overdue sum both before and after any judgement on a day-to-day basis at the rate of 4% over National Westminster Bank plc base rate from time to time from the date such sum becomes payable until it has been paid in full together with interest; and/or
3.4.2 terminate the Contract; and/or
3.4.3 suspend or cancel any further supply to you of the Services, whether under this or any other contract.
3.5 You shall indemnify Sable & Hawkes Ltd against all costs and expenses (including any legal costs and expenses) incurred by Sable & Hawkes Ltd in recovering sums due to you.
4 Intellectual Property
4.1 As agreed, rights of ownership in any copyright, trade name or mark or any other intellectual property created by Sable & Hawkes Ltd in connection with the Services shall pass to you, Bios Health Inc as a result of the supply of the Services.
4.2 Sable & Hawkes Ltd however will specifically reserve the right to use any such copyright, trade name or mark or any other intellectual property created by Sable & Hawkes Ltd in connection with the Services for the purpose of the promotion of Sable & Hawkes Ltd, its services or products, including but not limited to publication of the Services or part there of on Sable & Hawkes Ltd’s website, marketing materials or portfolio.
5 Performance
5.1 Any dates for provision of the Services are approximate only. Sable & Hawkes Ltd shall use reasonable endeavours to meet such dates but so long as it uses such reasonable endeavours it shall not be liable to you in contract, tort or otherwise for any delay in performance.
6 Warranty and Limitation of Liability
6.1 Sable & Hawkes Ltd warrants that it will perform all Services under the Contract with reasonable care and skill and, where the Services include the provision of website graphics, code or other deliverables, such graphics code and other deliverables will conform in all material respects to the relevant specification. If Sable & Hawkes Ltd is shown to be in breach of this warranty in relation to particular Services then it shall at its option reperform such Services free of charge, or fix, patch or otherwise remedy any material defects in website graphics, code and other deliverables or refund to you all sums paid to Sable & Hawkes Ltd in respect of such Services as do not conform to such warranty.
6.2 The warranty contained in Clause 6.1 is conditional upon your giving written notice of any alleged defect in the Services to Sable & Hawkes Ltd within 7 days of the delivery to you of text, graphics, code and other deliverables produced by Sable & Hawkes Ltd as part of the Services.
6.3 Sable & Hawkes Ltd does not exclude or limit its liability in negligence for death or personal injury or otherwise insofar as any exclusion or limitation of Sable & Hawkes Ltd’s liability is void, prohibited or unenforceable by law.
6.4 Subject as expressly otherwise stated in the Contract, Sable & Hawkes Ltd gives no warranties and makes no representation in relation to the Services or otherwise in relation to the Contract and all such warranties and representations, whether express or implied by law or otherwise, are excluded.
6.5 Subject to Clause 6.3, and as otherwise expressly provided in these Conditions, in no event shall Sable & Hawkes Ltd be liable to you, in contract, in tort or otherwise for any consequential loss or damage whatsoever and howsoever caused arising in any way out of or in connection with the Contract and including (without limitation) any loss of profit, business, revenue, goodwill or anticipated savings.
6.6 In the event that notwithstanding the provisions of this clause 6, Sable & Hawkes Ltd is found liable for any loss or damage, the entire liability of Sable & Hawkes Ltd shall in no event exceed the sum of monies already paid to Sable & Hawkes Ltd by you for the Services under the contract.
7 Indemnity
7.1 If any claim is made against you that the Services infringe the copyright of any third party, Sable & Hawkes Ltd shall indemnify you against all losses, liabilities, costs and expenses in respect of such claim provided that you:
7.1.1promptly notify Sable & Hawkes Ltd in writing of any potential claim of which you have notice and provided that you make no admission and incur no costs or expenses in relation to such claim without Sable & Hawkes Ltd’s written consent, and
7.1.2 allow Sable & Hawkes Ltd to conduct and settle all negotiations and proceedings arising out of such claim, all costs incurred or recovered in such proceedings being for Sable & Hawkes Ltd’s account; and
7.1.3 give Sable & Hawkes Ltd all reasonable assistance for the purpose of such negotiations of proceedings and;
7.1.4 use your best endeavours to recover under any insurance policy which you may have in relation to such infringement and account to Sable & Hawkes Ltd for any sums recovered under such policy.
7.2 Sable & Hawkes Ltd’s obligations under Clause 7.1 shall not apply to any infringement claim in respect of Services provided in accordance with your designs, instructions or specification and in such circumstances you shall fully and effectively indemnify Sable & Hawkes Ltd against all losses, liabilities, costs and expenses incurred by Sable & Hawkes Ltd as a result of any claim that any such Services infringe the intellectual property rights of any third parties.
8 Your Insolvency
8.1 If you are unable to pay your debts as they fall due, cease to carry on business or become bankrupt or insolvent or any steps are taken by any person with a view to your winding-up or dissolution or you enter into any composition or arrangement for the benefit of your creditors, or any trustee, liquidator, receiver or similar officer is appointed over your assets, Sable & Hawkes Ltd shall be entitled (without any liability to you arising) to cancel or suspend performance of the Contract and if Services have been supplied but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
9 Charges or Cancellation
9.1 No amendments to or cancellation of all or any part of the Contract shall be permitted unless expressly agreed by Sable & Hawkes Ltd in writing. Where there is an agreed amendment or cancellation, you shall , unless otherwise agreed in writing, indemnify Sable & Hawkes Ltd against all loss, liability, costs, claims and expenses arising out of such amendment or cancellation.
10 Termination
10.1 If you fail to carry out any of your obligations under the Contract, Sable & Hawkes Ltd may immediately terminate the Contract by giving written notice to you. Termination of the Contract for whatever cause shall be without prejudice to Sable & Hawkes Ltd’s right to payment for Services supplied under the Contract and without Prejudice to any other right or remedy available to you.
11 General
11.1 Any dispute or claim of whatever nature arising out of or relating to these Conditions or the Contract shall be governed by the laws of England and both parties submit to the non-exclusive jurisdiction of the English courts in respect of any controversy or claim arising out of or in connection with the Contract.
11.2 Sable & Hawkes Ltd shall not be liable for failure to perform any of its obligations where that failure is due to illness or incapacity, industrial dispute, acts or delays of suppliers or sub-contractors, nonavailability of materials or any other cause beyond the reasonable control of Sable & Hawkes Ltd.
11.3 You shall not without the prior written consent of Sable & Hawkes Ltd assign or transfer the benefit or burden of the Contract or any part of it. Sable & Hawkes Ltd may sub-contract any or all of its obligations under the Contract and assign the Contract.
11.4 Failure by Sable & Hawkes Ltd to exercise or enforce any rights under the Contract shall not amount to a waiver of those rights. No waiver of any terms of the Contract by Sable & Hawkes Ltd shall be deemed a waiver of any other term of the Contract.
11.5 If the whole or any part or an provision of the Contract is determined to be invalid or unenforceable then such provision or part shall be severed from the body of the Contract which shall continue to be valid and enforceable to the fullest extent permitted by the law.
11.6 You agree to maintain secret and confidential information obtained from Sable & Hawkes Ltd pursuant to the Contract or prior to and in contemplation of it and all other information that it may acquire from Sable & Hawkes Ltd as a result of the performance of the Contract. All rights in such information shall remain the property of Sable & Hawkes Ltd and may not in whole or in part be submitted, disclosed, copied or otherwise made use of by you or any third party without the prior written consent of the Company.