1. General
i. The acceptance of any quotation or proposal includes acceptance of the following terms and conditions of sale.
ii. The terms and conditions herein set forth refer to any order placed with Professional Incentives Ltd. (hereinafter called “the Company”) by any other party (hereinafter called “the Customer”) ordering goods or services (hereinafter called “the Goods”) created or supplied by the Company or made by any other manufacturer (hereinafter called “the Supplier”).
iii. Orders received by telephone, fax, e-mail or verbal are binding, whether a written confirmation is received or not.
iv. Written quotations and estimates issued by the Company shall be binding on the Company for a period of 30 days from the date thereof and shall thereafter be subject to variation or cancellation without notice. Receipt of the Company’s acceptance form by the Company after the said period of 30 days shall have expired (hereinafter called “the late acceptance”) shall not constitute a valid order unless the Company shall confirm the late acceptance in writing to the Customer within seven days of receipt of the late acceptance.
v. Any printed terms and conditions contained in the Customer’s order form shall be deemed not to be included in the acceptance of the quotation and shall be seemed to have been waived by the Customer.
vii Goods are not tested or sold for any particular purpose and any term warranty or condition expressed, implied or statutory to the contrary is excluded.
viii. The Company reserves the right to change some or all of the component parts included in this quotation and thereafter supplied to the Customer accordingly and undertake that any such change will not adversely affect the purpose for which it is intended.

2. Delivery
i. The Company will to the best of its ability comply with the Customer’s instructions concerning dates of delivery of the goods but any delivery date given is an indication only offered in good faith and the Company do not guarantee this date and shall not be held responsible for claims or damage which may arise out of delayed delivery.
ii. When deliveries are subject to delays arising from industrial disputes, fire, break down of machinery or shortage of machinery or labour or from any other circumstances beyond the Company’s control, the Company shall not be held responsible for the delay arising from any such matters.
iii. The Company reserves the right to deliver +/– 10% of the ordered quantity, which will be charged pro-rata.
iv. Unless otherwise instructed by the Customer the Company will arrange for the most economical transport of the goods. If special instructions are given to the company by the Customer, the Customer will reimburse the company with any cost of transport of goods in accordance with those special instructions.

3. Claims & Indemnity
i. Claims from Customers in respect of damage, shortage or finish can be entertained only within 5 days of despatch and each such claim must be in writing and accompanied by the relevant despatch note. Other claims must be reported immediately in writing.
ii. Materials are supplied only on the basis that the Company incurs no liability to the Customer, the Customers employers or employees or any other party whether in contract or in tort (including negligence) or otherwise in respect of any matter arising out of the use of the materials or out of interpretation of the information thereby derived by the Customer, the Company or any other party except that the Company is not limiting its liability for death or personal injury arising from the Company’s or its employees negligence, nor for fraudulent misrepresentations which the Customer has relied upon.
iii. Reports prepared by the company represent opinions based on the results of the activity and must not be relied upon as statements of fact.

4. Payment
Unless specifically agreed otherwise by the Company in writing payment must be made in accordance with terms stated on invoice. No alleged counter-claim by the Customer against the Company may be deducted in settlement. In the case (a) delay in payment or deterioration in the financial statement of the Customer after the goods have been despatched or (b) any bill or cheque which is not duly met whether notice of dishonour has been given or not, all sums due to the Company in respect of other business transactions with the Customer become due for immediate cash settlement and are forthwith recoverable. Further the Company is entitled to demand payment in advance or suitable security in lieu and may annul any contract after 14 days prior written notice has been given to the Customer and claim compensation for the consequences of non observation of the contract by the Customer In the event that the account having become due in accordance with the terms of this section are not paid then and in any such event the Company reserves the right and hereby gives notice to the Customer of such right to charge interest on all sums due and outstanding at the rate of 3% per calendar month or part of a calendar month on a day to day basis.

The Company reserves the right to make application to the Customer for interim payment against the value of materials and work executed and such payment must be made by the Customer to the Company within fourteen days of its demand failing which the Company reserves its right under paragraph 1 above.

The Company, when buying goods or services on behalf of the Customer in foreign currencies, will use the prevalent conversion rate at the time of quotation to the Customer. The Company reserves the right to pass on to the Customer any increase in costs incurred as a direct result of currency exchange rate fluctuation.

5. Property Rights
Property in goods shall not pass to the Customer until the Company has received payment in full for same. If before the property in the goods shall have passed as aforesaid the Customer being a corporate body shall have a receiver appointed or shall go into liquidation (save for the purposes of amalgamation or reconstruction) or being an individual or firm shall have a receiving order made or be adjudicated bankrupt and whether being a corporate body or an individual or firm shall enter into any composition with its his or their creditors or suffer any distress or execution to be levied on its his or their goods then and in any such cases the Customer shall at the request of the Company make the goods available to the Company or its agents and shall permit the company or its agents to gain access to the place where the goods are stored at that time and shall permit the Company to regain possession of such goods.

Until the date of payment the Customer if the Company so desires is required to store the goods in such a way that they are clearly the property of the Company.

6. Notices
Notices to be given by the Company to the Customer hereunder shall be sent to the registered office or the last known address of the Customer by recorded delivery, or fax. Notices to be given by the Customer to the Company shall be sent to the Company at Beaumont House, Lambton Road, London SW20 0LW Any notice posted by first class post shall be deemed to have been received 72 hours after the time of posting and any notice given in any other manner shall be deemed to have been received at the time when in the ordinary course it may be expected to have been received. In proving service of any notice it shall be sufficient to prove that delivery was made and that the envelope containing the notice was properly addressed and posted or that the recorded delivery or fax was properly addressed and sent as the case may be.

7. Confidentiality, Copyright & Intellectual Property Rights
Any proposal comprising creative works, ideas and strategic thinking (Confidential Information) is presented on the basis that it will be treated as confidential by the recipient. The recipient acknowledges and agrees that the Confidential Information may not be reproduced in whole or part for any purpose whatsoever without the express prior agreement of the Company who regard the Confidential Information as valuable, confidential and proprietary. Any document is copyright work of the Company who reserve all rights to it.

No part of any document may be reproduced, copied or varied in any way or transmitted in any form or by any means without the express prior permission of the Company.

The Customer acknowledges that the copyright and any intellectual property rights, all Trade Marks, trade names or patents vested or embodied in the goods, ideas and services or in connection with the materials, including the manner in which they are presented and all information, documentation and manuals relating to them are the property of the Company.

The Customer acknowledges that any reference to, or use of property of the Company shall first require prior approval of the Company and shall be used in such a manner as to maintain the reputation of the Company and its property.

8. Data Protection
The Customer shall comply with the provisions of the Data Protection Act 1998 in relation to its use of the Company property.

The Customer consents to the Company processing personal/candidate data relating to the Customer for the purposes of facilitating the use of the Customer’s use of the property of the Company.

9. Miscellaneous
i. If the above conditions are not complied with in full the Company reserves the right to cancel all existing contracts and agreements between the Company and the Customer and upon doing so all outstanding sums due to the Company from the Customer shall become immediately due and payable.
ii. Any variation in the obligations of the Company on the rights of the Customer under these general terms and conditions of sale shall be binding only if it is recorded in a written document signed on behalf of the Company.
iii. These general terms and conditions of sale shall in all respects be construed to operate as an English contract and in conformity with English law only and all transactions will be subject to English law.