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      Innovation Systems & Design Limited

      Company Number 05088340

      Registered office at: Pt Unit 2, Bessemer Drive,

      Stevenage, Hertfordshire SG1 2DL

      Authorised and regulated by the Financial Conduct Authority (FCA)

      FCA reference number 719073


       


       

      Terms and Conditions for the Supply of Goods and Services

      Innovation Systems & Designs Limited

       

      The Customer's attention is particularly drawn to the provisions of clause 14 (Limitation of liability).

       

      1. Interpretation

      The following definitions and rules of interpretation apply in this agreement.

      2. Definitions:

      Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

      Commencement Date: has the meaning given in clause 3.2.

      Conditions: these terms and conditions as amended from time to time in accordance with clause 18.8.

      Contract: the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

      Customer: the person or firm who purchases the Goods and/or Services from the Supplier.

      Deliverables: the training manuals, machinery safety information and usage guidelines produced by the Supplier for the Customer.

      Delivery Location: has the meaning given in clause 5.2.

      Deposit:  the non-refundable deposit for the Goods and/or Services payable by the Customer to the Supplier as set out in the Order.

      Force Majeure Event: has the meaning given to it in clause 17.

      Goods: the goods (or any part of them) set out in the Order.

      Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and the Supplier.

      Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

      Order: the Customer's order for the supply of Goods and/or Services, as set out in the Supplier’s purchase order form completed by the Customer or the Customer's written acceptance of the Supplier's quotation as the case may be.

      Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification.

      Service Specification: the description or specification for the Services provided in writing by the Supplier to the Customer.

      Supplier: Innovation Systems & Design Limited registered in England and Wales with company number 05088340.

      Supplier Materials: has the meaning given in clause h.

      2.1 INTERPRETATION:

      (a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

      (b) A reference to a party includes its personal representatives, successors and permitted assigns.

      (c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

      (d)Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

      (e) A reference to writing or written includes fax and email.

      3. Basis of contract

      3.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.

      3.2 The Order shall only be deemed to be accepted when the Supplier has received from the Customer the Deposit and the Supplier has issued written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date). The Supplier may (in its sole discretion) proceed to issue written acceptance of the Order without a Deposit where the Customer provides evidence that a finance arrangement is in place with a third party funder. Any such funder is not connected to the Supplier.

      3.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Supplier's catalogues, website or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

      3.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

      3.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 40 Business Days from its date of issue.

      3.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

      4. Goods

      4.1 The Goods are described in the Goods Specification.

      4.2 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

      5. Delivery of Goods

      5.1 The Supplier shall ensure that:

      (a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the contract number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

      (b) it states clearly on the delivery note any requirement for the Customer to return any packaging material to the Supplier. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.

      5.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.

      5.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location or where it is agreed between the Customer and the Supplier in writing that the Customer will collect or a carrier is used to deliver the Goods, delivery shall be completed when the Goods are delivered to the carrier.

      5.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

      5.5 If the Customer fails to accept or take (as the case may be) delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:

      (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and

      (b) the Supplier shall store the Goods until delivery takes place at no cost to the Customer for 30 days but will thereafter charge the Customer for all related costs and expenses (including insurance).

      5.6 If 90 days after the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted (or taken) delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for the price of the Goods (where previously paid in full by the Customer) retaining any excess or (where the Customer has not paid for the Goods) charge the Customer for any shortfall below the price of the Goods.

      6. Quality of Goods

      6.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall:

      (a) conform with their description and any applicable Goods Specification;

      (b) be free from material defects in design, material and workmanship; and

      (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

      (d) be fit for any purpose held out by the Supplier.

      6.2 Subject to clause 6.3, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:

      (a) the Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1; and

      (b) the Supplier is given a reasonable opportunity of examining such Goods.

      6.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 6.1 if:

      (a) the Customer collects the Goods (either in person or by use of its own courier) and the Goods are damaged in transit;

      (b) the Customer makes any further use of such Goods after giving a notice in accordance with clause 6.2;

      (c) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

      (d) the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;

      (e) the Customer or a third party alters or repairs such Goods without the written consent of the Supplier;

      (f) the Customer does not keep the Goods safe and dry away from rain or damp;

      (g) the defect arises as a result of fair wear and tear, wilful damage, negligence, natural occurrences outside of the Supplier’s control (such as earthquake, flood, fire, lightning, unstable voltages) or abnormal working conditions;

      (h) the Goods differ from their description or any applicable Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards;

      (I) the Customer has installed/commissioned the Goods itself; or

      (j) the Customer breaches any of the Conditions.

      6.4 Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.

      6.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

      7. Title and risk

      7.1 The risk in the Goods shall pass to the Customer on completion of delivery.

      7.2 Title to the Goods shall pass to the Customer on the later of completion of delivery and the Supplier receiving payment in full and cleared funds for the Goods.

      7.3 Until title to the Goods has passed to the Customer, the Customer shall:

      (a) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

      (b) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;

      (c) notify the Supplier immediately if it becomes subject to any of the events listed in clause b to clause d; and

      (d) give the Supplier such information relating to the Goods as the Supplier may require from time to time.

      7.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause b to clause d then, without limiting any other right or remedy the Supplier may have the Supplier may:

      (a) require the Customer to deliver up all Goods in its possession;

      (b) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

      8. Supply of Services

      8.1 The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.

      8.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Service Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

      8.3 The Supplier reserves the right to amend the Service Specification if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

      8.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

      9. Customer's obligations

      9.1 The Customer shall:

      (a) ensure that the terms of the Order and any information it provides in any Service Specification and any Goods Specification are complete and accurate;

      (b) ensure that the correct electricity supply is available for the Goods (and if the Customer is unsure it should contact the Supplier for information);

      (c) co-operate with the Supplier in all matters relating to the Services;

      (d) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;

      (e) prepare the Customer's premises for the supply of the Services;

      (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

      (g) comply with all applicable laws, including health and safety laws;

      (h) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation; and

      (I) comply with any additional obligations as set out in the Service Specification and the Goods Specification.

      9.2 It is the Customer’s responsibility to provide a forklift for unloading the Goods at the Delivery Location and, if the Goods are to be installed by the Supplier into a pit during the installation process, for such purpose. Failure to provide a forklift may result in the installation being postponed and a charge being made for a further visit.

      9.3 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

      (a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

      (b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 9.2; and

      (c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

      10. Charges and payment

      10.1 The price for Goods:

      (a) shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier's published price list as at the date of order; and

      (b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Customer separately and is payable in full prior to delivery.

      10.2 The charges for Services shall be as set out in the Order.

      10.3 The Deposit is a deposit for the Goods rather than an advance payment and it is non-refundable.

      10.4 The Supplier reserves the right to increase the charges for the Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index:

      10.5 In respect of Goods, the price and the date for payments will be set out in the Order. The Customer shall pay the full balance outstanding in full and in cleared funds to a bank account nominated in writing by the Supplier prior to the Supplier releasing the Goods for delivery.

      10.6 In respect of Services, the Supplier shall invoice the Customer in advance of the Supplier providing the Services.

      10.7 The Customer shall pay each invoice for Services submitted by the Supplier in advance of the Supplier providing the Services in full and in cleared funds to a bank account nominated in writing by the Supplier.

      10.8 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

      10.9 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 15 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 10.9 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

      10.10 All amounts due under the Contract 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).

      11. Finance for goods

      The Supplier is registered with and authorised by the Financial Conduct Authority under reference number 719073 to provide regulated products and services. The Supplier may refer the Customer to selected third party financial lending companies that provide credit to the Customer in connection with the Goods. Any such funder is not connected to the Supplier and the Supplier receives no benefit from such referral.

      12. Intellectual property rights

      12.1 To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Goods Specification. This clause 12.1 shall survive termination of the Contract.

      12.2 All Intellectual Property Rights in or arising out of or in connection with the Software and the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

      12.3 Subject to clauses 12.6 to 12.8, the Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

      12.4 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 12.3.

      12.5 Subject to clauses 12.6 to 12.8, the Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Goods and Services to the Customer.

      12.6 In relation to any software (including computer programs) provided by the Supplier to the Customer pursuant to this Contract (“Software”), in consideration for the charges set out at clause 10, the Supplier grants to the Customer a non-exclusive royalty-free licence for the full period of the copyright in the Software commencing on the date of installation to be used in connection with the Goods at the Delivery Location.

      12.7 In relation to the scope of use of the Software, the Customer has no right (and shall not permit any third party) to transfer, gift, sell, dispose, copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Customer.

      12.8 In relation to the Software, the Customer shall not sub-license, assign or novate the benefit or burden of the Software licence set out in this Contract in whole or in part without the prior written consent of the Supplier.

      13. Confidentiality

      13.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.2.

      13.2 Each party may disclose the other party's confidential information:

      (a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13UPDATE FC; and

      (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

      13.3 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

      14. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

      14.1 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

      (a) death or personal injury caused by negligence;