PRICE AND PAYMENT
1.1 The price (exclusive of VAT) for the Services (“the Price”) shall be the quoted price of Elcome Limited (“Elcome”) and payment of the Price plus any applicable VAT shall be made by the person or firm purchasing the Services from Elcome (“the CustomerCustomer”) within 30 days of the date of invoice for the Services. The “Contract” is the contract between the Customer and Elcome for the sale and purchase of Services in accordance with these Conditions.
1.2 If the Price is not paid by the due date interest shall accrue both before and after judgement on the unpaid portion of the Price at the rate of 4 per cent above the base rate from time to time of the Bank of England.
1.3 Where work is undertaken on a confirmed order and is subsequently cancelled before completion of the order, then Elcome will charge for the work to that point.
1.4 Where work is undertaken on a confirmed order and is subsequently postponed by the Customer for a period of more than 2 weeks, then Elcome reserves the right to charge proportionally to this point.
The description and quantity of the services to be sold (“the Services”) shall be as set out in the quotation provided by Elcome to the Customer ("the Quotation")..
The Seller shall perform the Services at the times and/or dates Customer shown on the Quotation. Time shall not be of the essence for performance.
- The Customer shall be deemed to have accepted the Services if they have not been rejected on or before the 7th day after performance. The Customer shall not be entitled to reject the Services in whole or in part after such date.
5.1 The Customer acknowledges and agrees that Elcome owns all intellectual property in the Services and all products of the Services unless specifically detailed in the Quotation.
5.2 Except as set out in the Quotation, the Customer is not granted any rights to the intellectual property in the Services or the products of the Services.
LIMITATION OF LIABILITY
6.1 Nothing in these Conditions excludes Elcome’s liability for death or personal injury caused by Elcome's negligence for fraud or fraudulent misrepresentation.
6.2 Subject to Condition 6.1:
(a) Elcome shall not be liable to the Customer in respect of any loss suffered by the Customer due to a defect in the Services;
(b) subject to Condition 6.1, Elcome shall not be liable to the Customer whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
(c) Elcome’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Price.
6.3 Nothing in these terms affects the statutory rights of a consumer.
7.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or; the other party enters into any compromise or arrangement with its creditors; a receiver is appointed or may be appointed over any of the other party’s assets; a petition or notice or application is filed, a notice is given, a resolution is passed, or an order is made, for the other party’s administration winding up or bankruptcy; distress or execution is levied on any of the other party’s assets; the other party suspends or ceases to carry on, some or all of its business;
(b) the other party (being the Customer) fails to pay any amount due under the Contract on the due date for payment;
(c) the other party commits a material breach of any other term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
7.2 In the event of termination of the Contract for any reason any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination shall not be affected or prejudiced.
The Seller shall not be liable for any default due to any circumstance beyond the reasonable control of Elcome including, but not limited to, Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire flood, earthquake or failure of a utility service or telecommunications network, shortage of supply or default of the suppliers of Elcome.
9.1 The Seller has the right to retain any deposit, upon the Services being cancelled.
9.2 If any term or provision of these Conditions is held invalid illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.
9.3 The Seller may without the consent of the Customer sublicense its rights or obligations or any part of the Contract.
9.4 The headings in these Conditions are for ease of reference only and shall not affect the interpretation of any of the Conditions.
9.5 No variation of the Contract or these Conditions shall be effective unless it is in writing and signed by Elcome and the Customer.
9.6 A person who is not a party to the Contract shall not be entitled to enforce its terms.
10.1 The Contract constitutes the entire agreement between Elcome and Customer and supersedes and extinguishes all previous agreements, promises, warranties, representations and understandings between them relating to its subject matter.
10.2 Each of the parties agrees that save in respect of statements made fraudulently if shall have no remedy in respect of any untrue statement upon which it relied in entering the Contract that is not set out in the Contract and that its only remedies shall be for breach of contract.
11.1 Any notice required to be given under the Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Contract, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in the Contract.
11.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
GOVERNING LAW AND JURISDICTION
This agreement shall be governed by the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales.