- These terms and conditions shall apply to all contracts made between AFCC Limited and the client at any time and no other terms or conditions shall be relevant save where expressly agreed.
- All contracts and any express variations must be agreed by a Director on behalf of AFCC Limited.
- Value Added Tax will be levied at the appropriate figure where applicable.
- Payment in full is required within 30 days of the date of the invoice. Sums outstanding for more than 30 days shall accrue interest at the Lloyds Bank basic rate plus 5% currently in force.
- Until all money due to AFCC Limited under any contract is paid in full AFCC Limited shall continue to be the owner of the goods and shall be entitled to repossess the goods whether they are at the clients premises or elsewhere and in that event the client shall be liable for all transport and other costs involved in the recovery.
- All Intellectual Property Rights of whatever nature in material devised by AFCC Limited will vest in and belong to AFCC Limited.
- The client will do anything which AFCC Limited may reasonably require in order to maintain the protection and validity of the intellectual Property including the following:
A) Only use the Intellectual Property in relation to the goods or as approved by AFCC Limited from time to time in writing.
B) Not so do or omit to do anything, which may prejudice the Intellectual Property rights or the goodwill attaching thereto.
C) Not to affix or apply to the goods any other trade mark, name, emblem or logo or otherwise remove or tamper with any trade mark or other marking affixed or applied on the goods.
D) Informing AFCC of any improper or wrongful use of the Intellectual Property which comes to the client’s notice.
E) The client shall not do anything which shall jeopardise AFCC Limited’s rights in the Intellectual Property.
- In the event that the client supplies AFCC Limited with information or anything similar, the client hereby warrants that the client has obtained all necessary rights permissions and licenses for the use of the information supplied to AFCC Limited and the client hereby agrees to indemnify AFCC Limited fully and defend at the client’s own expense AFCC Limited against all costs and losses whatsoever incurred by AFCC Limited, their employees servants or agents as a result of any claim made against AFCC Limited or any of them for infringement of any intellectual property rights belonging to a third party.
- The parties undertake to each other that they will keep secret and confidential the terms of this agreement and any information regarding either of them in connection with the goods (“the information”) and shall only disclose the information or any part thereof (except to their own employees and then only on a need to know basis, with the other’s prior written consent PROVIDED THAT this Clause shall not extend to information which was rightfully in either of their possession prior to the commencement of the negotiations leading to this Agreement or which is in the public domain ( other than as a result of a breach of this clause).
- For the avoidance of doubt, nothing in these Terms and Conditions shall be construed as conferring any licence or granting any rights in favour of the client.
- The client shall grant an indemnity to AFCC Limited in respect of all and any liabilities that might arise whatsoever as a result of AFCC Limited fulfilling the terms of the order given to it by the customer.
- All working papers, designs, discs and other materials and equipment used by AFCC Limited in completing the contract for the customer shall remain the property of AFCC Limited. Unless specifically agreed such materials and equipment may be destroyed at the option of AFCC Limited.
- Wherever possible, materials and equipment supplied by the client for AFCC Limited to incorporate into the contract goods will be accepted by the company but if such materials and equipment should prove inadequate AFCC Limited will not be responsible.
Inspection and acceptance
The client shall inspect the goods upon delivery and shall inform AFFC Limited immediately if the client is rejecting the goods due to the following:
- The goods do not comply with the specifications agreed between AFCC Limited and the client.
- The goods are defective in material and workmanship.
- The goods are not fit for their purpose, or
- The goods are not of satisfactory quality
If the goods are not rejected for the above reasons within 48 hours then the customer shall be deemed to accept the goods.
AFCC Limited reserve the right to use the goods for the purposes of their own advertising throughout the world and the client agrees not to object to such advertising.
Liability / Force Majeure
If at any stage the client decides not to proceed further with the completion of this contract the client shall in any event be liable to pay AFCC Limited 100% of the fee together with all sums owed under this agreement.
AFCC Limited’s liability for any loss or damage consequential or otherwise and howsoever caused whether in tort (to induce without limitation for negligence, or contract or otherwise) shall not exceed the amount invoiced by AFCC Limited to the client in respect of the Agreement.
The client shall indemnify AFCC Limited and keep indemnified from and against all and any loss, damage, liability and legal fees and costs incurred by AFCC Limited arising from any act, neglect, or any default of the client’s directors, employees, and agents or otherwise in connection with the goods.
When instructions or advice are received orally by AFCC Limited they shall have no liability to the customer for any misunderstanding or misrepresentation on which may arise in relation thereto whether on the clients’ part or AFCC Limited’s part.
If, on the client’s instructions, this Agreement (or any other document relating thereto) is signed by or an invoice is submitted to any person, firm or company who is expressly held out as the client’s agent, then the client shall be treated for these purposes as the contracting party.
If either of the parties is affected by any circumstances beyond their reasonable control ( including but without limitation any strike, lockout, or any other form of industrial action (“Force Majeure”), that party shall forthwith notify the other of the nature and extent.thereof. Neither of the parties shall be liable to the other for delay in performance or non-performance of any of its obligations under this agreement when due to any Force Majeure of which that party has notified the other and the time for performance of the obligation shall be extended accordingly.
Neither AFCC Limited nor the client shall assign the Benefit or burden of this agreement without the prior written consent of the other party.
This agreement will be operational upon an ongoing basis.
Without prejudice to any other rights or remedies which AFCC Limited may be entitled, AFCC Limited may terminate this Agreement immediately without liability in the event that:
- The client commits a material breach of these Conditions.
- The client becomes subject to share sale allowing a third party to take a controlling interest in the customers company
- The client becomes subject to a winding up order or the client enters into voluntary liquidation or the client makes any arrangement or composition with its creditors
Upon termination of this agreement the client shall immediately return to AFCC Limited the following:
- Any documents, information, advertising and promotional material and any other material’s whatsoever which relate to this agreement.
- Any samples of the goods or the goods themselves which have not been paid for in full which otherwise remain the properties of AFCC Limited.
AFCC Limited reserve the right to terminate this Agreement and refuse to provide the goods to the customer in the event if they believe in their reasonable opinion that the customer may be in breach of these Terms and Conditions or that the supply of the goods to the client may damage their reputation.
This Agreement constitutes the whole and only agreement between the parties and supersedes and extinguishes any other agreement whether written or oral. If at any time any provision of this agreement is or becomes illegal, invalid or unenforceable in any respect that shall not affect the legality or validity or enforceability of any other provision of this Agreement.
No forbearance, delay or indulgence by either of the parties in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party, nor shall any waiver of rights operate as a wavier of any subsequent in breach of this Agreement.
Clauses (payment), (risk and title), (intellectual property/confidential information), (indemnity), (liability and force majeure), (assignment) shall survive the termination of this agreement.
This Agreement shall be governed by and construed in accordance with English law and the parties submit to the non exclusive jurisdiction of the English courts.
All work carried out by AFFC Limited for the customer is done under instruction and will be subject to payment.