1. Application of Conditions
Kareta Ltd shall provide services for a fee and the Client shall purchase the Services in accordance with any quotation or offer of Kareta Ltd which is accepted by the Client, or any order of the Client which is accepted by Kareta Ltd, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Client.
2. Interpretation
2.1 In these Conditions:
"Business Day" means any day other than a Saturday, Sunday or bank holiday; and
"the Client" means the person who accepts a quotation or offer of Kareta Ltd for the sale of the Services or whose order for the Services is accepted by Kareta Ltd;
"the Contract" means the contract for the purchase and sale of the Services under these conditions;
"these means the standard terms and conditions of sale set out in
Conditions" this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Client and Kareta Ltd;
"the Delivery means the date on which the services are to be delivered as
Date" stipulated in the Client's order and accepted by Kareta Ltd;
"the Services" means the marketing consultancy and ebusiness solutions services which Kareta Ltd is to supply in accordance with these Conditions;
"month" means a calendar month;
"Kareta Ltd" means Kareta Ltd, a company registered in England under No. 5859230;
"writing" includes any communications effected by telex, facsimile transmission or any comparable means.
2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
3. Basis of Sale
3.1 Kareta Ltd's employees or agents are not authorised to make any representations concerning the Services unless confirmed by Kareta Ltd in writing. In entering into the Contract the Client acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Client and Kareta Ltd.
3.3 Sales literature, price lists and other documents issued by Kareta Ltd in relation to the Services are subject to alteration without notice and do not constitute offers to sell the Services which are capable of acceptance. An order placed by the Client may not be withdrawn cancelled or altered prior to acceptance by Kareta Ltd and no contract for the sale of the Services shall be binding on Kareta Ltd unless Kareta Ltd has issued a quotation which is expressed to be an offer to sell the Services or has accepted an order placed by the Client by whichever is the earlier of:
(a) Kareta Ltd's written acceptance;
(b) delivery of the Services; or
(c) Kareta Ltd's invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Kareta Ltd shall be subject to correction without any liability on the part of Kareta Ltd.
4. Orders and Specifications
4.1 No order submitted by the Client shall be deemed to be accepted by Kareta Ltd unless and until confirmed in writing by Kareta Ltd's authorised representative.
4.2 The specification for the Services shall be those set out in Kareta Ltd's sales documentation unless varied expressly in the Client's order (if accepted by Kareta Ltd). The Services will only be supplied in the minimum units (or multiples) stated in Kareta Ltd's price list or in multiples of the sales outer as specified. Orders received for quantities other than these will be adjusted accordingly, illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by Kareta Ltd are intended as a guide only and shall not be binding on Kareta Ltd.
4.3 Kareta Ltd reserves the right to make any changes in the specification of the Services which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Services are to be supplied to Kareta Ltd's specification, which do not materially affect their quality or performance.
4.4 No order which has been accepted by Kareta Ltd may be cancelled by the Client except with the agreement in writing of Kareta Ltd on the terms that the Client shall indemnify Kareta Ltd in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Kareta Ltd as a result of cancellation.
5. Price of Services
5.1 The price of the Services shall be the price listed in Kareta Ltd's published price list current at the date of acceptance of the Client's order or such other price as may be agreed in writing by Kareta Ltd and the Client.
5.2 Where Kareta Ltd has quoted a price for the Services other than in accordance with Kareta Ltd's published price list the price quoted shall be valid for 30 days only or such time as Kareta Ltd may specify.
5.3 Kareta Ltd reserves the right, by giving notice to the Client at any time before delivery, to increase the price of the Services to reflect any increase in the cost to Kareta Ltd which is due to any factor beyond the control of Kareta Ltd (such as, without limitation, any foreign exchange fluctuation currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Services which is requested by the Client, or any delay caused by any instructions of the Client or failure of the Client to give Kareta Ltd adequate information or instructions.
5.4 Kareta Ltd will allow the Client quantity discounts subject to and in accordance with the conditions set out in Kareta Ltd's published price list for the Services current at the date of acceptance of the Client's Order.
5.5 Any settlement discount specified by Kareta Ltd in the Contract will be allowed by Kareta Ltd to the Client in respect of Services for which payment is received by Kareta Ltd on or before the due date and otherwise in accordance with the payment terms set out in these Conditions and provided that no other amounts owing by the Client to Kareta Ltd are overdue and unpaid.
5.6 Except as otherwise stated under the terms of any quotation or in any price list of Kareta Ltd, and unless otherwise agreed in writing between the Client and Kareta Ltd, all prices are inclusive of Kareta Ltd's charges for transport to the location in the United Kingdom specified in the Client's order.
5.7 The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Services, which the Client shall be additionally liable to pay to Kareta Ltd.
6. Terms of Payment
6.1 Subject to any special terms agreed in writing between the Client and Kareta Ltd, Kareta Ltd shall invoice the Client for the price of the Services prior to delivery of the Services.
6.2 The Client shall pay 50% of the nominal fee of the Services (less any discount or credit allowed by Kareta Ltd, but without any other deduction credit or set off) prior to the start of the Services and 50% upon Service delivery or otherwise in accordance with such credit term as may have been agreed in writing between the Client and Kareta Ltd in respect of the Contract. Payment shall be made on the due date notwithstanding that delivery may not have taken place and/or that the property in the Services has not passed to the Client. The time of the payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
6.3 All payments shall be made to Kareta Ltd in Pounds Sterling as indicated on the form of acceptance or invoice issued by Kareta Ltd.
6.4 Kareta Ltd is not obliged to accept orders from any customer or Client who has not supplied Kareta Ltd with references satisfactory to Kareta Ltd; if at any time Kareta Ltd is not satisfied as to the creditworthiness of the Client it may give notice in writing to the Client that no further credit will be allowed to the Client in which event no further Services will be delivered to the Client other than against cash payment and notwithstanding Clause 6.2 of these conditions, all amounts owing by the Client to Kareta Ltd shall be immediately payable in cash or the Services provided will be confiscated.
7. Delivery
7.1 Delivery of the Services shall be made by Kareta Ltd delivering the Services to the place in the United Kingdom specified in the Client's order and/or Kareta Ltd's acceptance as the location to which the Services are to be delivered by Kareta Ltd.
7.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by Kareta Ltd and the Client in writing. The Services may be delivered by Kareta Ltd in advance of the Delivery Date upon giving reasonable notice to the Client.
7.4 Where the Services are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Kareta Ltd to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Client in respect of any one or more instalments shall not entitle the Client to treat the Contract as a whole as repudiated.
7.5 If the Client fails to take delivery of the Services or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Services to be delivered on that date, Kareta Ltd shall be entitled upon given written notice to the Client to store or arrange for the storage of the Services and then notwithstanding the provision of Clause 8.1 of these Conditions risk in the Services shall pass to the Client, delivery shall be deemed to have taken place and the Client shall pay to Kareta Ltd all costs and expenses including storage and insurance charges arising from such failure.
8. Risk and Property
8.1 Risk of damage to or loss of the Services shall pass to the Client in the case of Services to be delivered otherwise than at Kareta Ltd's premises, the time of delivery or, if the Client wrongfully fails to take delivery of the Services, the time when Kareta Ltd has tendered delivery of the Services.
8.2 Notwithstanding delivery and the passing of risk in the Services, or any other provision of these Conditions, the property in the Services shall not pass to the Client until Kareta Ltd has received in cash or cleared funds payment in full of the price of the Services and all other Services agreed to be sold by Kareta Ltd to the Client for which payment is then due.
8.3 Until such time as the property in the Services passes to the Client:-
(a) the Client shall hold the Services as Kareta Ltd's fiduciary agent and bailee, and shall keep the Services separate from those of the Client and third parties and properly stored, protected and insured and identified as Kareta Ltd's property;
(b) the Client shall be entitled to resell or use the Services in the ordinary course of its business, but shall account to Kareta Ltd for the proceeds of sale or otherwise of the Services, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Client and third parties and in the case of tangible proceeds, properly stored, protected and insured; and
(c) provided the Services are still in existence and have not been resold, Kareta Ltd shall be entitled at any time to require the Client to deliver up the Services to Kareta Ltd and, if the Client fails to do so forthwith, to enter upon any premises of the Client or any third party where the Services are stored and repossess the Services.
8.4 The Client shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Services which remain the property of Kareta Ltd, but if the Client does so all money owing by the Client to Kareta Ltd shall (without prejudice to any other right or remedy of Kareta Ltd) forthwith become due and payable.
9. Kareta Ltd's Default
9.1 Kareta Ltd aims to maximise the Client's potential and raise the Client's profile within its respective market, by designing and helping implement marketing strategies and ebusiness solutions upon agreement with the Client. While Kareta will make everything in its power to help its Client improve within their respective marketplace, it does not provide any guarantees or warranties and as such will not be held liable for any factual changes in the Client's turnover and/or other performance indicators and/or circumstances.
9.2 If Kareta Ltd fails to deliver the Services or any of them on the Delivery Date other than for reasons outside Kareta Ltd's reasonable control or the Client's or its carrier's fault:
(a) if Kareta Ltd delivers the Services at any time thereafter Kareta Ltd shall have no liability in respect of such late delivery;
(b) if the Client gives written notice to Kareta Ltd within ten business days after the Delivery Date and Kareta Ltd fails to deliver the Services within four business days after receiving such notice the Client may cancel the order and Kareta Ltd's liability shall be limited to the excess (if any) of the cost of the Client (in the cheapest available market) of similar Services to those not delivered over the price of the Services not delivered.
9.3 Kareta Ltd shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in delivery or in performing, or any failure to perform, any of Kareta Ltd's obligations in relation to the Services, if the delay or failure was due to any cause beyond Kareta Ltd's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Kareta Ltd's reasonable control:
(a) act of God, explosion, flood, tempest, fire or accident;
(b) war or threat of war, sabotage, insurrection, civil disturbance or requisition;
(c) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental. parliamentary or local authority;
(d) import or export regulations or embargoes; and/or
(e) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Kareta Ltd or of a third party).
10. Client's Default
10.1 The Client shall be responsible for ensuring that all it complies with all statutes, regulations and by-laws relevant to the provision of the Services. All information and content supplied for the development and completion of Kareta Ltd's Services is deemed as the Client's property and Kareta Ltd will not be held liable for any breach in copyright or other statutory, regulatory or by-law.
10.2 If the Client fails to make any payment on the due date then, without prejudice to any other right or remedy available to Kareta Ltd, Kareta Ltd shall be entitled to:-
(a) cancel the order or suspend any further deliveries to the Client;
(b) appropriate any payment made by the Client to such of the Services (or the Services supplied under any other contract between the Client and Kareta Ltd) as Kareta Ltd may think fit (notwithstanding any purported appropriation by the Client); and
(c) charge the Client interest (both before and after any judgement) on the amount unpaid, at the rate of two per cent per annum above National Westminster Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
10.3 This condition applies if:
(a) the Client fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or
(b) the Client becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or
(c) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or
(d) the Client ceases, or threatens to cease, to carry on business; or
(e) Kareta Ltd reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.
10.4. If Condition 10.3 applies then, without prejudice to any other right or remedy available to Kareta Ltd, Kareta Ltd shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Client, charge £10 for every working day after the agreed delivery date of the Service, and if the Services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11. General
11.1 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 provision to the party giving the notice.
11.2 No waiver by Kareta Ltd of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
11.4 The Contract shall be governed by the laws of England.
12. Confidentiality Agreement
12.1 In the discussions which are to take place and the correspondence which will be exchanged between Kareta Ltd, a company incorporated in England and Wales and whose registered office is at 11 Tomlin Square , Bolton . BL2 6BU and the Client, a company incorporated in England and Wales and whose registered office maybe anywhere within the United Kingdom concerning the above subject, and in any visits which may be made by the representatives of one of those companies in connection with those discussions to the premises of the other company or of any third party associated with that other company, confidential technical and/or commercial information will be treated as confidential and shall not be disclosed to any third party unless the Client Company provides Kareta Ltd with a written authorisation.
It is hereby AGREED
1. Definitions and Interpretations
In this document, unless the context otherwise required;
1.1 Client Company: the company with which Kareta Ltd has an agreement to provide Mark eting Consultancy and EBusiness Solution Services.
1.2 The Recipient Company: the company that receives confidential information (Kareta Ltd).
1.3 Each reference to the Client Company or Kareta Ltd shall be deemed to include a reference to any other member of its group: and for the purposes of the foregoing "group" means, in relation to any company, any other company which at the relevant time is its holding company or subsidiary (within the meaning of section 736 of the Companies Act 1985) or the subsidiary of any such holding company; and "member" has a corresponding meaning.
2. Kareta Ltd Undertakings
Kareta Ltd hereby undertakes that:
2.1 Except as provided in paragraph 3 below or as authorised in writing by the Client Company, it will not at any time make any use of, or disclose to any third party, any of such information which is disclosed to it by the Client Company;
2.2 No samples of the Client Company's products which are given to representatives of Kareta Ltd in the course of any such discussions, correspondence or visits will be delivered to any third party or used otherwise than for their testing or evaluation by Kareta Ltd;
2.3 Any information obtained from the testing or evaluation of such samples by Kareta Ltd will be treated as information which is subject to the provisions of 2.1 above; and
2.4 Kareta Ltd will procure that none of its representatives (including directors, employees and consultants) does nay act which, if done by Kareta Ltd, would be a breach of the provisions of 2.1, 2.2 or 2.3 above.
3. Exceptions to Restrictions
3.1 The undertaking hereby given shall not prevent Kareta Ltd disclosing to any third party, or using, any information disclosed to it in the discussions, correspondence or visits referred to above or obtained by it [from the testing and evaluation of] such samples if:
3.1.1 It is known to Kareta Ltd before being so disclosed or obtained; or
3.1.2 It is at the time of being so disclosed or obtained, or at any time thereafter and through no fault of Kareta Ltd becomes, public knowledge; or
3.1.3 It is, at any time after being so disclosed or obtained disclosed to Kareta Ltd by any third party otherwise than in breach of any obligation of confidentiality owed by that third party to the Client Company.
3.2 Nothing in this undertaking shall prevent Kareta Ltd or any other member of its group from disclosing or delivery to the other member of its group any information or samples obtained by it either in the discussions or correspondence or visits referred to above or by virtue of [the testing or evaluation of] such samples.
4. Applicable Law and Jurisdiction
The terms of this agreement will be governed by English law and the Client will submit to the non-exclusive jurisdiction of the English Courts.
Commissioning Kareta Ltd to provide marketing consultancy and ebusiness solution services, it is presupposed that the Client Company has read and accepted the terms of this document.
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