PK Networks Ltd
STANDARD TERMS AND CONDITIONS
FOR SUPPLY OF GOODS AND SERVICES
1 DEFINITIONS
In this document the following words shall have the following meanings.
"Supplier" means PK Networks Ltd, 49 Drivers Mead, Lingfield, Surrey, RH7 6EX.
Company Reg: 07686433, VAT Reg: GB216180239, ICO Reg: ZA271512
1.2 "Customer" means the company or person who purchases goods and services from the Supplier.
1.3 "Agreement" means these Terms and Conditions together with the terms of any applicable Job Specification Document.
1.4 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property.
1.5 "Job Specification Document" means a statement of work, quotation or other similar document describing the goods and services to be provided by the Supplier.
2 GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Customer.
2.2 Before the commencement of the services the Supplier shall submit to the Customer a Job Specification Document which shall specify the goods and services to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Job Specification Document. All Job Specification Documents shall be subject to these Terms and Conditions.
2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but accepts no liability if estimated time frames require extending.
3 PRICE AND PAYMENT
3.1 The price for the supply of goods and services are as set out in the Job Specification Document. The Supplier shall invoice the Customer on delivery.
3.2 Invoiced amounts shall be due and payable 30 days from delivery of goods and services unless specified otherwise in the Job Specification Document. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due. A 5% surcharge will be applied to invoices not settled within 30 days. An additional 5 % surcharge will be applied to invoices not settled within 60 days. In the event of any invoice not being settled within 90 days of delivery legal proceedings may be undertaken to recover the outstanding monies owed and irrespective of which all services being provided by the Supplier relating to the Agreement may be terminated without warning.
3.3 In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.
4 SPECIFICATION OF THE GOODS
All goods shall be required only to conform to the specification in the Job Specification Document.
5 DELIVERY AND LIABILITY
5.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods.
5.2 All risk in the goods shall pass to the Customer upon delivery.
5.3 In respect of goods only purchased online the UK Online and Distance selling regulations shall apply.
6 TITLE
Title in the Goods shall not pass to the Customer until payment in full has been received by the Supplier.
7 CUSTOMERS’ OBLIGATIONS
7.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall, co-operate with the Supplier; provide the Supplier with any information reasonably required by the Supplier, obtain all necessary permissions and consents which may be required before the commencement of the services and comply with such other requirements as may be set out in the Job Specification Document or otherwise agreed between the parties.
7.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 7.1.
7.3 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and the Supplier shall have no liability in respect of any delay to the completion of any project. If applicable, the timetable for the project will be modified accordingly and the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.
8 CANCELLATION
Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer terminates or cancels the goods and services agreed to in the Job Specification Document, the Customer shall be required to pay to the Supplier the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice the full amount of the goods and services contracted for as set out in the Job Specification Document. The Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this clause.
9 ALTERATIONS TO THE SPECIFICATION DOCUMENT
9.1 The parties may at any time mutually agree upon and execute new Job Specification Documents. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in a new Job Specification Document, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties.
9.2 The Customer may at any time request alterations to the Job Specification Document by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.
9.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.
9.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.
10 WARRANTY
10.1 The Supplier warrants that as from the date of delivery for a period of 12 months the goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials. Any additional warranties described in the Job Specification Document are manufacturers’ warranty only.
10.2 The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
10.3 Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by the Supplier.
11 INDEMNIFICATION
The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any goods and/or services provided by the Supplier in accordance with the Job Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.
12 LIMITATION OF LIABILITY
12.1 The entire liability of the Supplier to the Customer in respect of any claim or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.
12.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
12.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.
13 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.
14 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
15 INDEPENDENT CONTRACTORS
The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification Document.
16 ASSIGNMENT
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Supplier.
17 WAIVER
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
18 CONTACT CONSENT
The Customer consents to the Supplier contacting them by phone, email, personal service or by post using the Customer contact details as specified in the Job Specification Document.
19 DATA PROTECTION
The Supplier is fully compliant with all current UK data protection laws. Details are available
in the PK Networks Ltd Privacy Policy which is posted on the company website or a copy is
available on request. PK Networks Ltd Data Protection Registration No: ZA271512
20 THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
21 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
