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Standard
Terms of Trading
These
terms and conditions will apply to and govern all Contracts under which
Aardvark, its affiliates, subsidiaries, agents or contractors acting
on its behalf, agree to supply goods and services, and shall prevail over
any Terms and Conditions of the Client, whether referred to in the
Client's order, or in correspondence and elsewhere, or implied by Trade
Custom practice or course of dealing. Any purported provisions to the
contrary are hereby excluded or extinguished. No variation of these
Terms and Conditions shall be effective unless previously agreed in
writing.
1.Prices
Prices
charged in any quotation are exclusive of VAT, unless otherwise stated.
2.Payment
The
Client shall pay 50% of the agreed Contract price upon acceptance of the
Client's order, and the remainder within 30 days of invoice date.
3.Delivery
Delivery
of materials or execution of activities mentioned in any quotation or
acknowledgement of orders shall be either upon the contracted for date,
or else within a reasonable time thereafter.
4.Ownership of Copyright
Copyright
of all material originated by Aardvark, either in the form of
pre-contract documentation or as text, images, research papers or
electronically stored code for the manipulation, transmission and
presentation of information, remains vested in Aardvark. Upon payment in
full, the Client shall have an irrevocable but non-exclusive license to
use the material throughout the world for all purposes for the full
period of copyright, and, so far as permissible, in perpetuity.
5.Fitness for Purpose
The
Client is deemed to have accepted the material supplied to it by Aardvark, as being satisfactory in
quality and fit for the purpose, where Aardvark has received no
notification to the contrary within 30 days of delivery. The Client is
also deemed to accept material as being satisfactory in quality and fit
for the purpose, where such material is used by the Client, incorporated
in the Client's own products or services, or where the advice, opinions or findings contained in such
material are acted upon, within 30 days of its delivery.
6.Risk
Risk
in material passes upon delivery to the Client's premises, the Client's
vehicle or its nominated carrier. Provided that Aardvark shall retain
copies pending confirmation of safe receipt, and where transmitted
electronically, such risk will be deemed to have passed to the Client
upon the moment of transmission.
7.Assistance
The
Client undertakes to provide Aardvark with all reasonable assistance in
the execution of a Contract, including access to Client staff, premises,
in-house resources and materials, as appropriate. The Client also
undertakes to divulge to Aardvark all intellectual, financial and market
information which is both necessary and within its power to obtain -
whether in the public domain or not - for the satisfactory execution of a Contract.
8.Media Communications
The
Client to set in place appropriate procedures to ensure that Aardvark
can advise upon appropriate responses to enquiries received by the
Client from the media.
9.Client Copyright
All
information or material supplied to Aardvark by the Client in
furtherance of the execution of the Contract, will be deemed to be the
Client's copyright unless the Client advises otherwise.
10.Indemnity
The
Client to indemnify Aardvark, its staff, contractors or its agents for
any loss or damage suffered or incurred as a result of failure to obtain
any necessary license or consent to enter any premises, or premises or
access thereto being unsafe or unsuitable, or any failure of the Client
to comply with any conditions imposed by any other party.
12.Liability
Aardvark
shall under no circumstances whatever be liable in Contract or otherwise
for any loss, damage, expense or injury of any kind whatsoever
consequential or otherwise, arising in connection with the execution of
a Contract, or from any other cause whether or not due to the acts or
omissions of Aardvark, its staff, contractors, or its agents, in excess
of the Contract invoice value, unless it can be proven to have acted
negligently.
13.Confidentiality
Aardvark
undertakes not to divulge, and to otherwise take all reasonable measures
to keep secure, information which the Client has passed to it, and which
have been identified to it by the Client as confidential and not
otherwise already in the public domain. However, Aardvark to retain the
right, at its discretion, and without prior notice to the Client, to
circulate said information to associates or subcontractors, so as to
enable them to tender for or complete tasks assigned to them in
connection with the execution of the Client's contract.
14.Force Majeure
Aardvark
shall not be liable to the Client for any loss or damage which may be
suffered by the Client as a result of the delivery of materials or the
execution of a Contract being delayed, prevented, hindered or made
uneconomic by reason or circumstances or events beyond Aardvark's
control including, but not limited to:
(a)Act of God or riot, strike, lock-out, trade dispute, labour
disturbance, restriction or ban on overtime, accident, fire, flood or
storm difficulty or increased expense or
(b)Failure by the Client to give adequate instructions or supply the
necessary information in due time or
(c)Failure by any third-party to carry out their part of the work or
otherwise perform their obligations when required
15.Claims
All
claims in respect of material or non-execution of the Contract to be
made in writing and received by Aardvark no later than thirty (30) days
of the date of delivery. In
the case of Contracts where delivery is made in instalments, this thirty
(30) day period to be deemed to start from the date upon which the
material at issue was
delivered to the Client, or the contracted-for activity was scheduled to
take place.
16.Recovery of outstanding amounts
Any
monies owed to Aardvark be repaid in full within 30 days of invoice
date. Amounts outstanding after this 30 days to attract a 5% per cent
p.a. interest charge above the then prevailing p.a. commercial lending
rate of Aardvark's bankers, to be applied for each month or part of
month that such amounts remain outstanding. Aardvark reserving to itself
the right at any point after the 30 day period has elapsed, to instruct
its contracted agent Dun & Bradstreet Receivables Management
Services, or another nominated agent, to recover such outstanding
amounts on its behalf, without further notices being required. Any sum
to be recovered to include the contracted debt recovery agent's fees.
19.Notices
Any
notice issued under these Terms shall be deemed to have been duly given
if sent pre-paid first class post, fax or via e-mail to the party
concerned at its last known address.
20.Law
All
contracts to which these Terms and Conditions apply shall be governed
and construed in accordance with the laws of England, and the parties
hereby submit to the jurisdiction of the English Court.
Aardvark
07.10.99
Revised 21.03.03
Revised 18.09.03
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