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Contractor Terms & Conditions

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Companies Supplying Goods and Services


1. Definitions

1.1 The “Buyer” is either Investment Technology Limited where we instruct or purchase as principal or is the named entity where we act as agent and indicate in either our letter of instruction or our purchase that we act on behalf of another entity. The “Agent” is Investment Technology Limited (registered company number 4885448) whose registered office is at One Carey Lane, London, EC2V 8AE trading as Canonbury Management and Canonbury Building. The “Seller” is any person, firm, company or organisation from whom the Buyer agrees to buy Deliverables. “Deliverables” shall mean any goods (including any part or parts of them) and/or services to be bought by the Buyer from the Seller. “Order” shall mean the Buyer's written instruction to supply the Deliverables, incorporating these conditions. An Order shall only be valid if it contains a purchase order number for the Deliverables. “Written” and “in writing” shall include e-mails and faxes.

2. General

2.1 The Agent is the Buyer’s authorised agent for the purposes of this contract and enters into this contract on behalf and in the name of the Buyer. except where otherwise stated. The Seller acknowledges all Deliverables purchased are purchased by the Buyer and not by the Agent.

2.2 These conditions are the only conditions upon which the Buyer is prepared to deal with the Seller and shall govern all contracts for the purchase of Deliverables by the Buyer from the Seller to the entire exclusion of all other terms or conditions.

2.3 No terms or conditions endorsed upon, delivered with or contained in the Seller's quotation, acknowledgement or acceptance of order, specification or similar document shall form part of the contract and the Seller waives any right which it otherwise might have to rely on such terms and conditions.

2.4 Any variation to these conditions shall have no effect unless expressly agreed in writing and signed by a duly authorised representative of the Seller together with either of the Agent or the Buyer.

2.5 The Seller shall ensure at all times that their staff and any staff they may use are checked with the Criminal Records Bureau and do not have a criminal record.

3. Description & Quantity

3.1 The Deliverables shall be of the best available design, of the best quality, material and workmanship, be without fault and conform in all respects with the Order and specification and/or patterns supplied or notified by the Buyer to the Seller. Where the Seller is to provide services, it shall do so with reasonable skill and care. For the avoidance of doubt, the Deliverables shall not exceed or be below the quantity specified in the Order.

3.2 The Buyer's rights under these conditions are in addition to the statutory conditions implied in favour of the Buyer by the Sale of Deliverables Act 1979.

3.3 The Buyer shall have the right to inspect and test the Deliverables at all times before delivery of the Deliverables to the Buyer.

3.4 If the results of such inspection or testing cause the Buyer to believe that the Deliverables do not conform or are unlikely to conform with the Order or to any specifications and/or patterns supplied or notified by the Buyer to the Seller, the Buyer shall inform the Seller and the Seller shall immediately take such action as is necessary to ensure conformity and in addition the Buyer shall have the right to require and witness further testing and inspection.

3.5 Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Deliverables and any such inspection or testing shall not diminish or otherwise affect the Seller's obligations under the contract.

3.6 If any of the Deliverables fail to comply with the provisions set out in condition 3 (Description and Quantity) the Buyer’s remedies shall include (without limitation) the remedies listed in condition 10 (Remedies).

4. Date and Time of Delivery

4.1 The Deliverables shall be delivered, carriage paid, to the Buyer's place of business or to such other place of delivery as the Buyer may require in writing before delivery of the Deliverables. The Seller shall off-load the Deliverables at its own risk as directed by the Buyer. Time for delivery shall be of the essence.

4.2 The date for delivery shall be specified in the Order, or if no such date is specified then delivery shall take place within 5 days of the Order.

4.3 Unless otherwise stipulated by the Buyer in the Order, the Buyer shall only be required to accept deliveries in normal business hours. The Seller shall comply with the Buyer’s written requests to avoid it delivering the Deliverables when the Buyer’s premises are not to be open to receive Deliverables.

4.4 If the Deliverables are not delivered on the due date then, without prejudice to any other rights which it may have, the Buyer may:

4.4.1 cancel the contract;

4.4.2 refuse to accept any subsequent delivery of the Deliverables which the Seller attempts to make;

4.4.3 recover from the Seller any expenditure reasonably incurred by the Buyer in obtaining the Deliverables in substitution from another supplier; and

4.4.4 claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Seller's failure to deliver the Deliverables on the due date.

4.5 Packaging materials shall not be returned to the Seller. Any packaging materials shall be delivered at the Seller’s cost.

4.6 Where the Buyer agrees in writing to accept delivery by instalments, the contract shall be construed as a single contract in respect of all instalments. Nevertheless failure by the Seller to deliver any one instalment shall entitle the Buyer at its option to treat the whole contract as repudiated.

5. Delivery Note (in the case of goods only)

5.1 The Seller shall ensure that each delivery is accompanied by a delivery note which shows, among other things, the Order number, date of Order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.

6. Payment and Invoicing

6.1 Payment will be made only against invoices issued in accordance with this condition 6 (Payment and Invoicing). Payment will usually be made within 30 days from the end of the month in which the Deliverables were delivered to the Buyer (the “Delivery Month”), but may be delayed by 180 days after the Delivery Month. The Seller will not pursue the Buyer or the Agent for payment of any unpaid invoices until expiry of 180 days after the Delivery Month and accepts that the Client and the Agent may not acknowledge or respond to any correspondence sent priory to the expiry of such period. No Deliverables will be paid for without the existence of an Order signed by a duly authorised representative of the Buyer.

6.2 If the Seller has several invoices to issue to the Buyer, it shall send each invoice in a separate e-mail. The Seller shall invoice the Buyer upon, but separately from, despatch of the Deliverables to the Buyer.

6.3 All correspondence must contain the address of the property and the Buyer’s purchase order number (TX Reference number) to which the Deliverables relate in the subject header of the e-mail. All invoices must contain the address of the Property and the Buyer’s purchase order number to which the Deliverables relate as well as in the subject header of the covering e-mail.

6.4 The Seller shall send all correspondence (excluding invoices) by e-mail only to the Buyer at The Seller shall send all invoices by e-mail only to the Buyer at The Seller acknowledges that the Buyer shall shred any correspondence and invoices sent by any other means. Accordingly, such other methods of service shall not constitute valid delivery.

6.5 Payment shall be made by BACs transfer (only) to the Seller’s nominated bank account using a single reference provided by the Seller. The Seller shall provide the Buyer with details of the bank account to where it wants payment to be made including sort code and account number. If the Seller fails to provide the Buyer or its authorised representative with a payment reference, payment shall be made with the reference “Canonbury”. Under no circumstances will payment be made in any other way.

6.6 All invoices must be sent within 5 working days of delivery of the Deliverables by e-mail to the address set out in condition 6.4 or such other address as the Buyer (or its authorised representative) may from time to time notify the Seller of in writing. Failure to issue an invoice within this timeframe shall entitle the Buyer to refuse to make payment.

6.7 Invoices shall only be accepted in one of the following formats: PDF document or by direct entry into the Agent’s system (provided that express permission is granted by the Buyer to this effect).

6.8 The Seller agrees to issue a separate invoice for each building to which the Deliverables relate and accepts that failure to do so shall result in immediate rejection of the invoice.

7. Title and Risk

7.1 The Deliverables shall remain at the risk of the Seller until delivery to the Buyer is complete (including off-loading and stacking) when ownership of the Deliverables shall pass to the Buyer.

8. Price

8.1 The price of the Deliverables shall be stated in the Order and unless otherwise agreed in writing by the Buyer shall be exclusive of value added tax but inclusive of all other charges.

8.2 No variation in the price nor extra charges shall be accepted by the Buyer.

8.3 Without prejudice to any other right or remedy, the Buyer may set off any amount owing at any time from the Seller to the Buyer against any amount payable by the Buyer to the Seller under the contract.

9. Indemnity

9.1 The Seller shall keep the Buyer indemnified in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:

9.1.1 defective workmanship, quality or materials;

9.1.2 any failure to exercise reasonable skill and care in providing any services comprised in the Deliverables;

9.1.3 an infringement or alleged infringement of any intellectual property rights caused by the use, manufacture or supply of the Deliverables; and

9.1.4 any claim made against the Buyer in respect of any liability, loss, damage, injury, cost or expense sustained by the Buyer's employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Deliverables as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the contract by the Seller.

9.1.5 the use of staff who are not checked with the Criminal Records Bureau.

10. Remedies

10.1 Without prejudice to any other right or remedy which the Buyer may have, if any Deliverables are not supplied in accordance with, or the Seller fails to comply with, any of the terms of the contract the Buyer shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Deliverables have been accepted by the Buyer:

10.1.1 to rescind the Order;

10.1.2 to reject the Deliverables (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the price of the Deliverables so returned shall be paid forthwith by the Seller;

10.1.3 to give the Seller the opportunity at the Seller's expense either to remedy any defect in the Deliverables or to supply replacement Deliverables and carry out any other necessary work to ensure that the terms of the contract are fulfilled;

10.1.4 refuse to accept any further deliveries of the Deliverables but without any liability to the Seller;

10.1.5 carry out at the Seller's expense any work necessary to make the Deliverables comply with the contract; and

10.1.6 claim such damages as may have been sustained in consequence of the Seller's breach or breaches of the contract.

11. Cancellation

11.1 The Buyer shall have the right at any time and for any reason to terminate the contract in whole or in part by giving the Seller written notice whereupon all work on the contract shall be discontinued and (subject to these conditions) the Buyer shall pay to the Seller the amount of any work-in-progress at the time of termination but shall not be liable to pay for any of the Seller’s loss of anticipated profits or any consequential loss.

12. Termination

12.1 The Buyer shall have the right at any time by giving notice in writing to the Seller to terminate the contract forthwith if:

12.1.1 the Seller commits a material breach of any of the terms and conditions of the contract; or

12.1.2 any distress, execution or other process is levied upon any of the assets of the Seller; or

12.1.3 the Seller has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Seller or notice of intention to appoint an administrator is given by the Seller or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Seller or for the granting of an administration order in respect of the Seller, or any proceedings are commenced relating to the insolvency or possible insolvency of the Seller; or

12.1.4 the Seller ceases or threatens to cease to carry on its business; .or

12.1.5 the financial position of the Seller deteriorates to such an extent that in the opinion of the Buyer the capability of the Seller adequately to fulfil its obligations under the contract has been placed in jeopardy.

12.2 The termination of the contract, however arising, shall be without prejudice to the rights and duties of the Buyer accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.

13. Agent’s Rights and Status

13.1 All rights and functions of the Buyer set out in these conditions and otherwise set out in the contract shall be exercisable by the Agent on behalf of the Buyer.

13.2 The Agent enters into this contract as agent for and on behalf of the Buyer and as such the Seller specifically acknowledges that the Agent shall incur no liability for any failure on the part of the Buyer to perform any obligation under this agreement including without limitation any obligation to make payment,

14. Confidentiality

14.1 The Seller shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Seller by the Buyer or its agents and any other confidential information concerning the Buyer's business or its products which the Seller may obtain and the Seller shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Seller's obligations to the Buyer and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Seller.

15. Assignment

15.1 The Buyer may assign the contract or any part of it to any person, firm or company.

15.2 The Seller shall not be entitled to assign the contract or any part of it without the prior written consent of the Buyer.

16. Force Majeure

16 The Buyer may defer the date of delivery or payment or to cancel the contract or reduce the volume of the Deliverables ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Buyer including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

17. Miscellaneous

17.1 Each right or remedy of the Buyer under the contract is without prejudice to any other right or remedy of the Buyer whether under the contract or not.

17.2 If any provision of the contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the contract and the remainder of such provision shall continue in full force and effect.

17.3 Failure or delay by the Buyer in enforcing or partially enforcing any provision of the contract shall not be construed as a waiver of any of its rights under the contract.

17.4 Any waiver by the Buyer of any breach of, or any default under, any provision of the contract by the Seller shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the contract.

17.5 Excepting the right of the Agent to act on behalf of and to enforce all rights of the Buyer under this agreement the parties to this contract do not intend any other term of this contract to be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

18. Governing Law

18 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

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