In these terms and conditions and in all documents relating to an Order (as defined below) the following words and expressions shall have the meanings hereby assigned to them except where the context otherwise requires:
1) “Buyer” shall mean the company requesting the supply and/or installation of the services of the Seller. “Seller” shall mean PTC360 Solutions Ltd. “Goods” shall mean all goods or services to be provided by the Seller as detailed in an Order received from the Buyer.
2) “Purchase Order”: shall mean the Buyer’s official numbered purchase order document sent as confirmation of an Order placed by the Buyer.
3) “Order”: shall mean the Buyer’s written instructions for the supply of goods / services which are deemed to incorporate these conditions, whether that be via email, purchase order or any other written confirmation of order.
4) “Contract”: shall mean a contract for the goods / services requested and entered into by the Buyer and the Seller pursuant to these General terms and conditions (and any Special Conditions).
5) “Goods / Services”: shall be the goods / services detailed on the “Order”.
PTC360 Solutions Ltd agrees to provide the Products, Materials and Services to the Buyer in accordance with the standards and specifications as provided in writing by The Buyer and as have been agreed to by PTC360 Solutions Ltd.
These specifications may only be subsequently amended in writing by mutual agreement of both Parties.
These terms and conditions are the only terms and conditions upon which the Seller is prepared to deal with the Buyer and they shall govern the Contract to the entire exclusion of all other terms or conditions, whether express or implied (other than those imposed by law and/or any prior representations made by the Buyer to the Seller which are incorporated herein by reference).
1) The contract is between the 2 parties named above, no third-party contracts are entered into, the party named above must be the party whom PTC360 Solutions Ltd have offered a credit line to.
2) PTC360 Solutions Ltd do not agree/sign up to all risk contracts.
3) PTC360 Solutions Ltd do not enter into 3rd party Collateral Warranties.
4) PTC360 Solutions Ltd do not give Performance Guarantees.
5) Parent Company Guarantees are N/A
6) Any PTC360 Solutions Ltd sign off procedure implemented at any time must be adhered to
1) The Seller will invoice the Buyer at the address shown on any Order or Purchase Order at any time after delivery of the Goods or Services. Failure to make payment in line with the payment terms will give rise to additional fees becoming due at 8% plus the Bank of England base rate.
2) The Buyer shall not be permitted to assign, transfer, charge or otherwise deal with its rights or obligations under this Agreement.
3) Payments terms are maximum 30 days from date of invoice.
4) If the Buyer places an order for goods including an installation date and are subsequently not ready to receive the goods or installation on the agreed date, a vesting certificate will be issued for the goods / materials, and payment will become due for the goods only, with payment for installation becoming due following installation. In this instance the invoicing will reflect the above.
The “Order” will become binding and non-cancellable on receipt of a written order and in the event of cancellation, compensation will be payable for the cost of goods or materials already sourced from a third-party supplier, or the cost of goods manufactured by us.
The above cancellation costs may be reduced if we (the Seller) has managed to obtain any amount by way of selling on such Goods or materials.
This clause works with the clause Delays / LAD’s.
The property (goods and materials) shall pass to the Buyer not before receipt of payment. Where payment is subsequently not made, the Seller reserves the right to remove the goods / materials from the Buyers premises (whether already installed or otherwise).
Where payment has been made before delivery of any goods or materials, property shall vest immediately in the Buyer. In this event full responsibility for the Goods and Materials transfers to the Buyer.
Where the order includes for installation of goods or materials with an installation date, and the goods and materials have been purchased by the Seller and labour resources allocated, any changes or delays to this installation date will carry costs for LAD’s as follows:
1) The full cost of goods and materials already purchased will be invoiced.
2) Where cancellation of installation occurs within 14 days of planned installation date, costs will be charged for labour and associated costs allocated to that project as follows:
Note: where we can redeploy labour, labour costs may be waived
1) The full cost of goods already purchased will become due, and a vesting certificate will be issued (in line with clause ‘Property’).
2) Costs of labour allocated to the project will be charged at £600 per person per day for the period of delay, to a maximum of 14 days.
3) Legitimate Hotel costs incurred where the booking is not refundable.
Note: where we can redeploy labour, labour costs may be waived
Neither Party will be liable to the other for failure to fulfil obligations hereunder where such failure is due to causes beyond control, including, without limitation, acts of God, earthquake, fire, flood, embargo, catastrophe, sabotage, government prohibitions or regulations, national emergencies, insurrection, riots or wars or viruses which did not result from the acts or omissions of such Party, its employee or agents; strikes, work stoppages or other labour difficulties, unavailability or delays in transportation, default of suppliers (“Force Majeure Event”). The time for any performance required hereunder will be extended by the delay incurred as a result of such Force Majeure Event. In the event that such Force Majeure Event continues for a period of (ninety) 90 days, then either party may terminate this Agreement.
The above will also apply where PTC360 Solutions Ltd determines that to obtain the materials used directly or indirectly in the manufacture of the Products is limited or made impracticable due to causes set forth here.
