1. DEFINITIONS: In these conditions “the Company” means Trac Technologies Ltd, “the Customer” means the person or company to whom this quotation or order acknowledgment is addressed and the “Contract” means the whole package consisting of goods, drawings, models, reports and services which the Company has undertaken to provide to the Customer.
2. CONDITIONS: These conditions shall form the basis of the contract between the Company and the Customer. Notwithstanding anything to the contrary in the Customer’s conditions of purchase or in any inquiry, acknowledgment, letter or any other document issued by the Customer, these conditions shall apply except so far as expressly agreed in writing by a Director of the Company.
3. INDEMNITY: The Customer agrees to indemnify the Company against any claims, costs, expenses or damages arising out of any work carried out by the Company on behalf of the Customer. Without prejudice to the generality of the foregoing this provision shall be taken to include the production of libelous material, the infringement of patents, copyrights or design rights and claims for damages whether in Contract, Tort or for Breach of Statutory Duty.
4. LIABILITY: The Company shall not be liable for any consequential or indirect loss suffered by the Customer whether this loss arises from breach of duty in contract or tort or in any other way. Non-exhaustive illustrations of consequential or indirect loss would be – loss of profits, – loss of contracts, – damage to property of the Customer or anyone else and, – personal injury to the Customer or anyone else (except so far as such injury is attributable to the Company’s negligence) The Company’s total liability for all claims arising out of any one contract shall not exceed the total contract price. If a project is cancelled, the customer will be liable for any costs incurred through sub contractors up until the date of the cancellation.
5. DELIVERY: The Company undertakes to use its reasonable endeavours to have the work ready for dispatch on a promised delivery date but does not guarantee to do so. Time of delivery shall not be of the essence of the contract unless expressly so stipulated in writing. If delivery is delayed by strikes, lockouts, fires, accidents, defective materials, delay on receipt of raw materials or receipt of purchase order, or any other cause beyond the reasonable control of the Company, a reasonable extension of time for delivery shall be granted. If the Customer requests the Company to stop or suspend work once it has started, the Company shall be entitled without prejudice to its other remedies, to stop or suspend work, as the case may be, and immediately to submit an invoice for the reasonable cost, which shall include a reasonable profit, of the work done.
6. PRICES: All quotations issued by the Company, are, unless otherwise stated, based on current cost of production (hours). Prices in quotations shall be valid for thirty days from the date of quotation. Where work is carried out by the Company at the request of the Customer but without a previous estimate, the Customer shall pay at the Company’s normal hourly rate. The Company reserves the right to make additional charges for rushed work involving overtime, where work is requested in advance of a previously agreed timetable. All expenses properly incurred by the Company in undertaking work for the client will be charged to the client. These may include travel, hotel accommodation, telephone calls, fax messages, deliveries and other out of pocket expenses. Costs incurred by the Company on behalf of the client will be charged to the client. This may include materials, copies of drawings, photography, prints, printing, models, prototypes, etc. Should the Company incur additional costs owing to variation or suspension of the Contract by the Customers instructions or lack of instruction or to interruptions, delays, overtime, unusual hours, mistakes or work for which the Company is not responsible then the price will be adjusted by such amounts as may be reasonable in all circumstances.
7. GOVERNMENT TAXES OR LEVIES: Any variation to prices on the quotation as a result of Government taxes and levies will be for the Customer’s account. Prices quoted are before the addition of VAT.
8. BRIEF: The Customer shall satisfy themselves that the brief is correct and accurately describes their requirements. The Customer shall supply the brief in reasonable time to enable the Company to complete the work within the contract period. Documents supplied by the Company shall remain the property of the Company. They may not be used by the Customer for any other contract or copied, reproduced, transmitted or communicated to a third party except for the purpose of manufacturing the finished product. It is the responsibility of the customer to provide information about the market, other requirements including relevant regulatory and other legal control relating to the customers’ market. The company relies on the customer providing accurate information.
9. VARIATIONS: The Customer may request reasonable alterations or additions to the brief and the Company may in its unfettered discretion agree to all or any of such alterations or additions, which shall be charged for at the Company’s normal hourly rates. If design work or drawings are requested over and above those normally supplied by the Company, the Customer shall pay a reasonable charge.
10. TERMS OF SALE: Unless otherwise agreed in writing the Customer shall pay in full on receipt of invoice. The Customer shall pay interest on overdue accounts. If the Customer shall fail to pay promptly; they shall lose the benefit of any previously agreed special terms. The CAD design and reverse engineering copyright remains the property of the Company and shall only be passed to the Customer on settlement of all outstanding invoices.
11. CONFIDENTIALITY: The customer shall during and after the termination of the contract keep confidential all information acquired from the Company or which becomes known to the Buyer in connection with the contract.
12. BANKRUPTCY: If the Customer shall become bankrupt or insolvent, or have a receiving order made against him, or compound with his creditors, or being a corporation commence to be wound up, not being a members’ voluntary winding up for the purpose of reconstruction or amalgamation, or carry on its business under a receiver for the benefit of its creditors or any of them, the Company shall be at liberty either:
12.1 to terminate the contract forthwith by notice in writing to the Customer, or to the receiver, or liquidator, or to any person in whom the contract may become vested, or
12.2 to give such receiver, liquidator or other person the option of carrying out the contract subject to providing a guarantee for the due and faithful performance of the contract.
13. INTELLECTUAL PROPERTY RIGHTS: Unless otherwise agreed in writing the Company shall be entitled to:-
a) The ownership of all patentable material, which shall be originated by the Company during a project.
b) All copyright and other intellectual property rights in any design work, drawings and models.
c) The right to claim authorisation for any design for which it has been responsible and to have its name appear on any such product or published work.
d) Within one calendar month of the first production of the product, one complete set of production samples of the product free of charge.
14. LAW: English law shall be the proper law of the contract and all claims under the contract shall be settled by reference to the English Legal System.
15. COMPLETION DATES: The Client shall supply to TRAC in a timely fashion without charge, all necessary and relevant information in the possession of the Client or any of the Client’s agents or contactors and any necessary information, decisions, consents or approvals. However, TRAC will not be liable for the consequences of any delay to the services arising from any failure by the Client to meet with this obligation. TRAC will use all reasonable endeavours to meet quoted completion dates.
16. CHANGES TO DESIGN: Changes to any designs completed or part completed requested by the Client or any other third party outside the control of TRAC will be charged to the Client on a time basis at agreed rates.
17. TERMINATION: TRAC can cancel or terminate this contract at any time, for any reason, by giving written (including email, fax, SMS) or oral notice (including answer phone, voicemail messages), which shall be effective immediately. You cancel or terminate, with the written consent of TRAC, but will at all times be liable for 40% the price.
18. ACCURACY: No liability for accuracy shall be accepted for drawings, digitalized data or other accuracy specified and agreed between you and TRAC for the services.
