CONDITIONS OF SUPPLY OF GOODS AND SERVICES

 1.Interpretation.

1.1.  In these conditions:

¨    "HPS" means HPS (GB) Ltd. of London Chambers, 136 London Road, Southend on Sea, Essex, SS1 1PQ and includes any and all of its trading styles and services.

¨    "'CLIENT' means the person named on the Specification Sheet for whom HPS has agreed to provide the specified Service and/or supply Goods in accordance with these conditions.

¨    "CONTRACT" means the contract for the provision of the Specified Service and/or Goods.

¨    "DOCUMENT" includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device embodying any other data.

¨    "CLIENT DOCUMENTS" means any Documents or other materials, and any data or other information provided by the Client relating to the Specified Service.

¨    "HPS DOCUMENTS" means any Documents or other materials, and any data or other information provided by HPS relating to the Specified Service.

¨    "SPECIFICATION SHEET" means the sheet to which these conditions are appended,

¨    "SPECIFIED SERVICE" means the service to be provided by HPS for the Client and referred to in the specification sheet.

¨    "GOODS" means the goods (including any installment of the goods or any parts for them) which HPS is to supply in accordance with these conditions.

¨    "HPS CHARGES" means the charges shown in HPS quotation for the provision of the Specified Services and/or Goods.

 

1.2.  The headings in these conditions are for convenience only and shall not affect their interpretation.

 

2.    Supply of the specified service.

2.1.  HPS shall provide the Specified Service and/or supply the Goods to the Client subject to these Conditions. Any changes or additions to the Specified Service or Goods or the Conditions must be agreed by HPS and the Client.

2.2.  The Client shall at its own expense supply HPS with all necessary Documents and all necessary data or other information relating to the Specified Service, within sufficient time for HPS to provide the Specified Service in accordance with the Contract. The Client shall ensure the accuracy of all Client Documents.

2.3.  The Client shall at its own expense retain duplicate copies of all Client Documents and insure against their accidental loss or damage. HPS shall have no liability for any such loss or damage however caused.

2.4.  The Specified Service shall be provided in accordance with the Specification Sheet and otherwise in accordance with HPS current brochure or other published literature relating to the Specified Service from time to time, subject to these Conditions.

2.5.  Further details about the Specified Service, and advice or recommendations about its provision or utilization, which are not give in HPS brochures or other promotional literature, may be made available on written request.

2.6.  HPS may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other documents relating to the Specified Service without any liability to the Client.

2.7.  HPS may at any time without notifying the Client make any changes to the Specified Service which are necessary to comply with any safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.

 

3.Charges.

3.1.  Subject to any special terms agreed, the Client shall pay HPS Charges and any additional sums which are agreed between HPS and the Client for provision of the Specified Services and/or Goods or which, in HPS sole discretion, are required as a result of the Client's instructions or lack of instructions, the inaccuracy of any Client Documents or any other cause attributable to the Client.

3.2.  All Charges quoted to the Client for the provision of the Specified Service and/or Goods are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.

3.3.  HPS shall be entitled to invoice the Client following the end of each month in which the Specified Services and/or Goods is provided, or at other times agreed with the Client

3.4.  HPS standard charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) within 7 days of the date of an HPS invoice.

3.5.  If payment is not made on or by the due date, HPS shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 6% above the base rate from time to time of National Westminster Plc from the due date until the outstanding amount is paid in full.

3.6. If payment is not made on or by the due date the Client shall be responsible for and shall reimburse HPS for any legal costs and disbursements incurred by HPS in respect of recovering sums due to HPS.

4.Rights in Client Documents and HPS Documents.

4.1.  The property and any copyright or other intellectual rights in:

4.1.1.Any Client Documents shall belong to the Client.

4.1.2.Any HPS Document shall belong to HPS unless otherwise agreed in writing between the Client and HPS, subject only to the right of the Client to use the HPS Documents for the purposes of utilizing the Specified Service.

4.2.  The Client warrants that any Client Documents and their use by HPS for the purpose of supplying the Specified Service will not infringe the copyright or other rights of any third party, and the Client shall indemnify HPS against any loss, damages, costs, expenses or other claims arising from any such infringement.

 

5.    Risk and Property.

5.1.Risk of damage to or loss from the Goods shall pass to the Client:

5.1.1. In the case of Goods to be collected from HPS premises, at the time when HPS notifies the Client that the Goods are available for collection, or

5.1.2.In the case of Goods to be collected otherwise than at HPS premises, at the time of delivery or, if the Client wrongfully fails to take delivery, the time when HPS has tendered delivery of the Goods

5.2.  Notwithstanding delivery and passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Client until HPS has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by HPS to the Client for which payment is due.

 

6.    Warranties and Liability.

6.1.  HPS warrants to the Client that the Specified Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification and at the intervals and within the times referred to in the Specification Sheet. Where HPS supplies in connection with the provision of the Specified Service any goods (including HPS Documents) supplied by a third party, HPS does not give any warranty, guarantee, or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee, or indemnity given by the person supplying the goods to HPS.

6.2.  HPS shall have no liability to the Client for any loss, damage, costs, expenses, or other claims for compensation arising from any Client Documents or instructions issued by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence, or in the wrong form, or arising from their late arrival or non arrival, or any other fault of the Client.

6.3.  Except in respect of death or personal injury caused by HPS negligence, HPS shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under any express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of HPS, his servants or agents or otherwise) which arise out of the provision of the Specified Service or its use by the Client, and the entire liability of HPS under or in connection with the Contract shall not exceed the amount of HPS charges for the provision of the Specified Service, except as expressly provided in the Conditions.

6.4.  HPS shall not be liable to the Client or deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of HPS’ obligations in relation to the Specified Service, if the delay of failure was due to any cause beyond HPS’ reasonable control.

6.5 The HPS "Satisfaction Guarantee" shall be dependent upon all payments due having been made by the client.

 

7.Termination

 

Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 30 days of being required by written notice to do so, or if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt makes a voluntary arrangement with his or its creditors, or has a receiver or administrator appointed.

 

8. General

 

8.1. These Conditions (together with the terms, if any, set out in the Specification Sheet) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

8.2.Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this notice to the party giving the notice. No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract shall be a waiver of any subsequent breach of the same or any other provision.

9.  If any of these provisions is held by any competent authority to be invalid or unenforceable in whole or part, the validity of the other provisions and the remainder of the provision in question shall not be affected.

10.  English law shall apply to the contract and the parties agree to submit to the non-exclusive jurisdiction of the English courts.