These Conditions and our Quotation (together the Agreement) set out the basis on which Patrick Ireland Frames Limited (company number 04157320) (we, us, our) will provide the Framing Services to you, and shall apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.1 Definitions. In these Conditions, the following definitions apply:
|Additional Terms:||those additional terms which are set out in the Quotation or are otherwise agreed in writing by us.|
|Agreement:||the Quotation and these Conditions.|
|Charges:||the charges payable by you for the supply of the Framing Services by us, as set out in the Quotation.|
|Client Materials:||all documents, materials (in any form) and other property, including the Item to be Framed, provided by you in connection with the Framing Services.|
|Commencement Date:||the date of our Quotation.|
|Conditions:||these terms and conditions as amended from time to time in accordance with clause 15.|
|Deliverables:||the frames and other deliverables provided by us (excluding the Client Materials) as part of the Framing Services as further described in the Quotation.|
|Delivery Location:||the delivery location set out in the Quotation or such other location as we may agree with you in writing.|
|Framing Services:||the framing services, and any relevant Deliverables, as set out in the Quotation, and such other services as we may agree to provide you in writing from time to time.|
|Intellectual Property Rights:||all intellectual property rights howsoever arising and in whatever media, whether or not registered or capable of registration, including (without limitation) copyright, database rights, patents, service marks, trade marks (whether registered or not), trade names, registered design rights, unregistered design rights, domain names, know-how, confidential information and any applications for the protection or registration of these rights and all renewals and extensions of them throughout the world.|
|Item to be Framed:||the item to be framed as described in the Quotation.|
|Quotation:||the quotation document we sent to you setting out the basis upon which we shall carry out the Framing Services for you.|
|Special Packaging Requirements:||the special packaging and covering requirements as set out in the Quotation or as may be agreed by us in writing.|
1.2 The headings in these Conditions are inserted for convenience only and shall not affect their construction.
1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
2. OUR OBLIGATIONS
2.1 We shall:
2.1.1 provide the Framing Services with reasonable care and skill and in accordance with the description set out in the Quotation;
2.1.2 use reasonable endeavours to meet any performance dates agreed between us in writing, but any such dates shall be estimates only and time for performance shall not be of the essence; and
2.1.3 ensure that the Deliverables, and all goods, materials, standards and techniques used in providing the Framing Services are of satisfactory quality and are fit for the purpose expressly set out in the Quotation (if any).
3. YOUR OBLIGATIONS
3.1 You will:
3.1.1 co-operate with us in all matters relating to the Framing Services;
3.1.2 provide, in a timely manner, such information as we may reasonably require to carry out the Framing Services, and ensure that it is accurate in all material respects;
3.1.3 prior to providing us with the Item to be Framed, notify us in writing if it is worth more than £1,000;
3.1.4 obtain and maintain all necessary licences, permissions and consents which may be required for us to carry out the Framing Services; and
3.1.5 ensure that suitable insurance is maintained in force, with a reputable insurance company, to fully cover any loss or damage to the Client Materials (including the Item to be Framed) at any time and however occurring, including while those Client Materials are in our possession and during transportation.
3.2 If performance of our obligations under this Agreement is prevented or delayed by any act or omission by you, your agents, subcontractors, consultants or employees, we will not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
4. TITLE and RISK
4.1 Client Materials shall at all times remain your property (or your licensors) and shall remain at your sole risk at all times including during the period during which the Client Materials are in our possession, custody or control.
4.2 Risk in the Deliverables will pass to you upon delivery but title in the Deliverables shall not pass to you until you have paid the Charges and any other sums due to us in full.
5. DELIVERY AND SPECIAL PACKAGING REQUIREMENTS
5.1 We shall notify you when the Deliverables are complete and following that notice we will either deliver the completed Deliverables (including the Client Materials) to the Delivery Location or make them available for collection by you from the Delivery Location as set out in the Quotation.
5.2 You acknowledge that the Deliverables (including the Client Materials) are delivered without covering unless Special Packaging Requirements apply. If we have agreed to any Special Packaging Requirements then we shall package the relevant Deliverables and Client Materials in accordance with such requirements.
5.3 You must carefully inspect the Deliverables (including the Client Materials) upon receipt and notify us of any problems in writing within 3 working days of receipt or (if the delivery note is endorsed “unexamined”) within 10 working days of receipt.
6. CHARGES AND PAYMENT
6.2 Unless otherwise stated in the Quotation, we shall invoice you on completion of the Framing Services.
6.3 You shall pay each invoice submitted by us to you:
6.3.1 within 14 days of the date of the invoice or such other terms as we may agree with you in writing;
6.3.2 in full and in cleared funds to a bank account nominated in writing by us, and time for payment shall be of the essence of the Agreement.
6.4 Unless otherwise stated in the Quotation, the Charges are exclusive of VAT.
6.5 If you fail to make a payment due to us under the Agreement by the due date, then, without limiting our other rights and remedies, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at 4% a year above the Bank of England’s base rate from time to time.
6.6 All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6.7 We shall have a general and particular lien on the Client Materials in our possession as security for payment of all Charges and other sums claimed by us from you. If an invoice for the Charges is not paid in full on its due date for payment, we may, without prejudice to our other rights and remedies, give notice in writing to you of our intention to sell or otherwise dispose of some or all of the Client Materials in our possession if the amount outstanding is not paid in full within 30 days. If the amount due is not paid by the expiry of such period, we may sell or otherwise dispose of some or all of the Client Materials in our possession, as agent of you and at your expense and risk, and shall remit the proceeds of sale or disposal of such Client Materials to you after deduction of all amounts due to us and the expenses incurred by us for the sale or disposal of the Client Materials. We shall not be liable for the price obtained for the sale or disposal of the Client Materials.
7. INTELLECTUAL PROPERTY
Unless otherwise agreed in writing between us, all Intellectual Property Rights arising out of the Framing Services and in the Deliverables (excluding the Client Materials), shall be owned by us.
You warrant that you have all necessary rights to provide the Client Materials to us for the provision of the Framing Services. You shall indemnify us against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with any claim made against us by a third party arising out of or in connection with the Client Materials or our use of the Client Materials in the provision of the Framing Services.
9. LIMITATION OF LIABILITY
9.1 Nothing in the Agreement limits or excludes our liability for:
9.1.1 death or personal injury caused by our negligence;
9.1.2 fraud or fraudulent misrepresentation; or
9.1.3 any other liability which cannot be limited or excluded by applicable law.
9.2 Subject to clause 1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill, loss of use or corruption of data or information or for any indirect or consequential loss.
9.3 Subject to clauses 1, 9.2 and 9.4, our total liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement shall be limited to:
9.3.1 in respect of loss or damage to the Item to be Framed directly caused by our negligence, £1,000; and
9.3.2 in all other circumstances, the Charges paid by you for the Framing Services.
9.4 Subject to clause 9.1, you must carefully inspect the Deliverables (including the Client Materials) upon receipt. We shall not be liable for:
9.4.1 for shortage in quantity delivered, or damage to, or loss of the Deliverables (including the Client Materials) or any part of them unless such shortage, damage or loss is notified to us in writing within 3 working days of receipt or (if the delivery note is endorsed “unexamined”) within 10 working days of receipt; and
9.4.2 for any other defects in the Deliverables, unless such defects are notified to us in writing within 3 months of receipt.
9.5 We have given commitments as to compliance of the Framing Services with relevant specifications in clause 2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
10. TERM AND TERMINATION
10.1 This Agreement will commence on the Commencement Date and shall continue thereafter until the Deliverables (including the Client Materials) have been delivered to / collected from the Delivery Location, unless terminated earlier in accordance with this clause 10.
10.2 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either party may at any time terminate this Agreement with immediate effect by giving written notice to other party if:
10.2.1 the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or
10.2.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
10.3 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, we may at any time terminate this Agreement with immediate effect for convenience.
11. OBLIGATIONS ON TERMINATION
11.1 On termination or expiry of this Agreement:
11.1.1 You shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Framing Services supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable by you immediately on receipt; and
11.1.2 We shall return to you the Item to be Framed along with any other Client Materials provided to us and not used up in the provision of the Framing Services.
11.2 Termination of the Agreement shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Agreement that existed at or before the date of termination.
11. 3 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
12. FORCE MAJEURE
12.1 The obligations of each party under the Agreement shall be suspended during the period and to the extent that that party is prevented or hindered from complying with them by any cause beyond its reasonable control, in connection with the performance of the Agreement. In the event that such cause continues for more than 1 month either party may terminate the Agreement on 14 days’ notice to the other.
You will not, without our prior written consent, assign, transfer, charge or deal in any other manner with the Agreement or your rights or obligations under it or part of it, or purport to do any of the same, nor subcontract any or all of your obligations under the Agreement.
14. ENTIRE AGREEMENT
The Agreement constitutes the entire understanding between us with respect to the subject matter of the Agreement and supersedes all prior agreements, negotiations and discussions between us relating to it.
No amendment or variation of the Agreement shall be effective unless in writing and signed by a duly authorised representative of each of the parties to it.
The failure of a party to exercise or enforce any right under the Agreement shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.
17.1 If any provision of the Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
18.1 Any notice required to be given pursuant to the Agreement shall be in writing and shall be given by sending the same by pre-paid first class recorded delivery post or other next working day delivery service or email providing proof of postage and delivery (as applicable), to the address of the relevant party set out in the Quotation or such other address as either party notifies to the other from time to time. Any notice given according to the above procedure shall be deemed to have been given at the time recorded by the delivery service, or if sent by email, at the time of transmission.
18.2 This clause 18 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
19. RIGHTS OF THIRD PARTIES
A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
20. GOVERNING LAW AND JURISDICTION
The Agreement shall be governed by and construed in accordance with English law and each party irrevocably submits to the exclusive jurisdiction of the English Courts.