PRECISION PERFECT LIMITED TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES
1. Interpretation
1.1. In these Conditions:
Business Day means a day other than a Saturday, Sunday or a public holiday in England, when banks in London are open for business
Charges means the charges payable by the Customer for the supply of Services in accordance with clause 5.
Conditions means these terms and conditions as amended from time to time in accordance with clause 2.5.
Contract means the contract between PPL and the Customer for the supply of the Services in accordance with these Conditions;
Customer means the person or firm who purchases Services from PPL;
Customer Default has the meaning set out in clause 4.2
Deliverables means the deliverables (if any) produced by the Supplier for the Customer and as set out in the Order.
Intellectual Property Rights means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, 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 means the Customer’s order for Services as set out in the Customer’s purchase order form;
Order Confirmation means the document issued by PPL to the Customer in acceptance of the Order
PPL means Precision Perfect Limited a company registered in England and Wales with company number 12415098;
PPL Materials has the meaning set out in clause 4.1(g)
Premises means the Customer’s premises where the Services are to be performed or such other location as may be agreed with PPL in writing
Services means the services, including the Deliverables, supplied by PPL to the Customer as set out in the Order
Specification means the technical details provided to PPL by the Customer with the Customer’s request for quotation (RFQ)
2. Basis of Contract
2.1 Any quotation given by PPL shall not constitute an offer and is valid only to the date specified on the quotation.
2.2 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.3 The Order shall only be deemed to be accepted when PPL issues an Order Confirmation at which point, and on which date the Contract shall come into existence.
2.4 Subject to any variation pursuant to clause 2.5 these Conditions apply to the Contract to the exclusion of any other terms and conditions that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. Terms or conditions endorsed on, delivered with or contained in any document provided by the Customer to PPL will not form part of the Contract.
2.5 Any variation of these Conditions must be agreed in writing and signed by a director of PPL. PPL employees or agents do not have any authority to bind PPL by an oral or written agreement at variance with these Conditions.
3. Supply of Services
3.1. PPL shall supply the Services to the Customer in accordance with the Order Confirmation.
3.2. PPL shall use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. PPL shall not be liable for any delay in performance of the Services howsoever caused.
3.3. At the request of the Customer, PPL may at its sole discretion agree to alter the performance dates specified in the Order Confirmation. The Customer will be liable to PPL in respect of all costs incurred by PPL in rearranging the Services.
3.4. PPL warrants to the Customer that the Services will be provided using reasonable care and skill. All other warranties, conditions or other terms implied by statute or common law (including fitness for purpose) are excluded to the fullest extent permitted by law.
3.5. The Customer shall give PPL a reasonable opportunity to remedy any failure by PPL to comply with its obligations under the Contract before the Customer incurs any costs or expenses in remedying the matter itself. If the Customer does not do so then PPL shall have no liability to the Customer.
3.6. PPL reserves the right to request an amendment to the Contract where:
(a) additional Services become necessary due to factors outside the control of PPL; or
(b) it becomes necessary to amend the Specification to comply with any applicable law or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.
PPL shall notify the Customer in any such event.
3.7. PPL reserves the right to suspend or refuse to provide the Services when, in PPL’s reasonable opinion, conditions at the Premises represent a hazard to the health or safety of any of PPL’s or its contractors, personnel or representatives.
4. Customer’s Obligations
4.1. The Customer shall:
(a) ensure that any information it provides in the Specification is complete and accurate;
(b) ensure that the terms of the Order are complete and accurate and include contact details for the technical engineer and finance department;
(c) co-operate with PPL in all matters relating to the Services;
(d) provide PPL, its employees, agents, consultants and sub-contractors with access to the Premises and other facilities as reasonably required by PPL;
(e) provide PPL with such information, materials and assistance as PPL may reasonably require in connection with the provision of the Services including access to relevant employees of the Customer;
(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which 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 PPL (PPL Materials) at the Premises in safe custody at its own risk, maintain the PPL Materials in good condition until returned to PPL, and not dispose of or use PPL Materials other than in accordance with PPL’s written instructions or authorisation.
4.2. If PPL’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, PPL 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 PPL’s performance of any of its obligations;
(b) PPL shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the PPL’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
(c) the Customer shall reimburse PPL on written demand for any costs or losses sustained or incurred by PPL arising directly or indirectly from the Customer Default.
5. Charges and Payment
5.1. PPL will invoice the Customer at the frequency agreed with the Customer in writing; in the absence of such agreement PPL will invoice the Customer on completion of the Services.
5.2. The Customer shall pay each invoice issued by PPL in accordance with the payment terms agreed between them in writing; in the absence of such agreement the Customer shall pay each invoice within 30 days of the date of the invoice.
5.3. The Customer shall pay all amounts due to PPL under the Contract by electronic transfer and unless otherwise agreed in writing in pounds sterling to the bank account designated by PPL from time to time, and the Customer shall pay any charges in connection with such transfer.
5.4. Time for payment shall be of the essence. No payment shall be deemed to have been made until PPL has received cleared funds.
5.5. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax (VAT) chargeable from time to time. Where any taxable supply for VAT purposes is made under the Contract by PPL to the Customer, the Customer shall, on receipt of a valid VAT invoice from PPL, pay to PPL such additional amounts in respect of VAT as are chargeable on the supply of Services at the same time as payment is due for the supply of Services.
5.6. The Customer shall pay all amounts due under the Contract in full without any deduction, set-off or counterclaim. PPL may set-off any amount due and payable by the Customer to PPL against any amount due and payable by PPL to the Customer.
5.7. If the Customer fails to pay any amount due under the Contract in full by the due date for payment, PPL may: (a) charge interest on the outstanding sum from the due date until the actual date of payment (after as well as before judgment). Interest will be charged daily at a rate equal to 4% above the base rate of the Bank of England (Base Rate) from time to time, but at 4% for any period when the Base Rate is below 0%; and/or (b) terminate the Contract on written notice.
6. Intellectual Property Rights
6.1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by PPL.
6.2. PPL grants to the Customer a fully paid-up, non-exclusive, royalty free licence during the term of the Contract 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.
6.3. The Customer shall not:
(a) register or attempt to register any of the rights granted in clause 6.2 in any jurisdiction, or
(b) sub-licence, assign or otherwise transfer the rights granted in clause 6.2.
6.4. The Customer grants PPL a fully paid paid-up, non-exclusive, royalty free non-transferable licence to copy and modify any materials provided by the Customer to PPL for the term of the Contract for the purpose of providing the Services to the Customer.
7. Confidentiality
7.1. Each party undertakes that it shall not during the term of the Contract or after its termination, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 7.2.
7.2. 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; or
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
7.3. Any disclosure of confidential information made by a party under clause 7.2 shall only be to the extent that such disclosure is reasonably necessary for the performance of its obligations under the Contract and the disclosing party procures that any such disclosure is made under obligations of confidence at least equivalent to the obligations imposed by this clause 7.
7.4. The provisions of this clause 7 shall survive termination of the Contract for any reason.
8. Limitation of Liability
8.1. The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2. Nothing in these Conditions will operate or be construed to operate so as to exclude or restrict the liability of PPL for:
(a) death or personal injury caused by the negligence of PPL or that of its employees acting in the course of their employment; and
(b) fraud or fraudulent misrepresentation.
8.3. Subject to clause 8.2 PPL’s total liability to the Customer arising out of or in connection with the Contract is limited to the value of the Contract.
8.4. Subject to clause 8.2 the following types of losses are wholly excluded by the parties:
(a) any loss of profit, business, contracts, opportunity, goodwill, revenue, anticipated savings, expenses, costs or similar loss; and/or
(b) any indirect, special or consequential loss or damage (whether for loss of profit or otherwise).
8.5. PPL shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of PPLs obligations, if the delay or failure was due to any cause beyond PPLs reasonable control.
9. Termination
9.1. Without prejudice to any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remedial) fails to remedy that breach within 7 days of that party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring) having a receiver appointed over the whole or any part of it or its assets or ceasing to carry on business or, if the step is taken in another jurisdiction, in connection with any similar or analogous procedure, in the relevant jurisdiction;
(c) the other party suspends or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.2. Without prejudice to any other right or remedy available to it, PPL may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due to PPL under the Contract by the due date for payment; or
(b) there is a change of control (within the meaning given in section 1124 of the Corporation Tax Act 2010) of the Customer.
10. Consequences of Termination
10.1. On termination of the Contract the Customer shall:
(a) immediately pay to PPL all of the PPL’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, PPL shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the Customer shall return all of the PPL Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then PPL may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
10.2. Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
10.3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
11. Data Protection
PPL collects contact details about the Customer and/or its personnel, in order to enter into and fulfil the Contract as well as to maintain the business relationship and to facilitate the provision of the Services. The Customer’s data will be treated as confidential, protected by appropriate security measures, and retained only for so long as the law allows, after which time it will be deleted. PPL will only use personal data as set out in its privacy policy which can be found at www.precisionperfect.co.uk/privacy-policy.
12. General
12.1. Force Majeure: Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control including but not limited to pandemic, epidemic, natural disaster or civil unrest.
12.2. Assignments and other dealings:
(a) PPL may at any time assign, sub-contract, delegate or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) the Customer shall not assign, sub-contract, delegate or deal in any other manner with any or all of its rights and obligations under the Contract without the prior written consent of PPL.
12.3. Entire Agreement:
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
12.4. Waiver: A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
12.5. Severance: If any provision or part-provision of the Contract is held to be invalid, illegal or unenforceable the validity and enforceability of the rest of the Contract shall not be affected.
12.6. Notices:
(a) any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
(b) any notice shall be deemed to have been received: (i) if delivered by hand, on signature of a delivery receipt; or (ii) if sent by pre-paid first-class post or other next working day delivery service, on the second Business Day after posting [or at the time recorded by the delivery service.
(c) this clause 12.6 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
12.7. Third Party Rights: The Contract will only confer rights and benefits on PPL and the Customer. No third party will acquire any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
12.8. Governing Law: The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
12.9. Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
12.10. Language: Any legal proceedings will be conducted in English language.