1. DEFINITIONS
In these Conditions, unless the context requires otherwise:
“Company” means Bates Product Design Ltd.
“Client” means the person or entity who purchases services from the Company.
“Contract” means the agreement between the Company and the Client for the provision of services, incorporating these Conditions.
“Services” means the services, including any materials, supplied by the Company to the Client.
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2. BASIS OF CONTRACT
2.1 These Conditions apply to all contracts for the provision of services by the Company to the Client, and the Client agrees that these Conditions shall apply instead of any other terms that may be referred to in any document by the Client.
2.2 No variation of these Conditions shall be binding unless agreed in writing by an authorised representative of the Company.
2.3 Any quotation provided by the Company shall not constitute an offer and is only valid for 30 days.
2.4 The Contract will commence on the date the Company confirms acceptance of the Client’s order or quotation.
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3. SERVICES
3.1 The Company shall provide the Services to the Client in accordance with the Contract.
3.2 Any descriptions, drawings, or samples provided by the Company are for illustrative purposes only, and the Company shall not be responsible for variations.
3.3 The Company may make any changes to the Services which are required to comply with applicable law or safety requirements.
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4. CLIENT’S OBLIGATIONS
4.1 The Client shall:
(a) Ensure that the terms of any order are complete and accurate;
(b) Provide the Company with any information and materials reasonably required for the provision of the Services;
(c) Obtain any necessary licenses, permissions, or consents required for the performance of the Services.
4.2 If the Client fails to comply with its obligations, the Company may:
(a) Suspend the provision of the Services until such obligations are fulfilled;
(b) Charge the Client for any additional costs incurred due to the delay, including but not limited to adding interest to outstanding payments.
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5. DELIVERY
5.1 Unless otherwise agreed, the Company will deliver any materials related to the Services to the Client’s premises or to an agreed location.
5.2 Delivery dates are estimates only, and the Company shall not be liable for any delays in delivery.
5.3 Risk in the materials passes to the Client upon delivery, but ownership of the materials does not pass to the Client until payment has been made in full.
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6. RISK/TITLE
6.1 Risk in any materials provided under the Contract shall pass to the Client on delivery, and the Client must take all necessary measures to protect the materials thereafter.
6.2 Ownership of the materials shall not pass to the Client until the Company has received payment in full for the Services.
6.3 Until ownership of the materials has passed to the Client, the Client must:
(a) Hold the materials on a fiduciary basis as the Company’s bailee;
(b) Store the materials separately from all other goods;
(c) Maintain the materials in satisfactory condition and keep them insured against all risks for their full price;
(d) Notify the Company immediately if the materials are lost, stolen, or damaged;
(e) Hold the proceeds of the insurance on trust for the Company.
6.4 The Client’s right to possession of the materials related to the Services shall terminate immediately if:
(a) The Client becomes insolvent or enters into liquidation or administration;
(b) The Client breaches any of its obligations under the Contract;
(c) The Client encumbers or in any way charges the materials related to the Services.
6.5 The Company shall be entitled to recover payment for the Services notwithstanding that ownership of any materials has not passed from the Company.
6.6 The Client grants the Company, its agents, and employees an irrevocable licence at any time to enter any premises where the materials related to the Services are stored to inspect or recover them.
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7. PRICE
7.1 The price for the Services shall be as set out in the Company’s quotation or, where not specified, the Company’s current rate at the time of the Contract.
7.2 The price for the Services is exclusive of VAT and any additional costs, such as packaging, delivery, and insurance, which the Client will pay in addition.
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8. PAYMENT
8.1 Payment is due within 30 days of the date of the Company’s invoice unless otherwise agreed in writing.
8.2 Time for payment is of the essence, and no payment is deemed received until cleared funds are available to the Company.
8.3 If the Client fails to make payment by the due date, the Company may charge interest at 4% above HSBC Bank’s base lending rate on the overdue amount. Interest will accrue daily from the due date until payment is received.
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9. INTELLECTUAL PROPERTY
9.1 All intellectual property rights (including but not limited to copyright, design rights, trademarks, patents, and know-how) in any materials, drawings, designs, or other documents provided by the Company shall remain the exclusive property of the Company.
9.2 The Client is not permitted to use any of the Company’s intellectual property without the prior written consent of the Company.
9.3 The Client shall indemnify the Company against all claims, damages, and losses resulting from any third-party infringement claim related to the Client’s use of the Company’s designs or materials.
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10. LIMITATION OF LIABILITY
10.1 The Company’s liability for any claim arising under or in connection with the Contract shall be limited as follows:
(a) The Company will not be liable for any indirect or consequential loss, including loss of profit, business, or goodwill;
(b) The Company’s total liability shall not exceed the price paid for the Services.
10.2 Nothing in these Conditions excludes or limits the Company’s liability for death or personal injury caused by its negligence, fraud, or other liability which cannot be excluded by law.
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11. TERMINATION
11.1 Either party may terminate the Contract immediately upon written notice if:
(a) The other party commits a material breach of the Contract and fails to remedy it within 30 days of being notified;
(b) The other party enters into liquidation, administration, or ceases to trade.
11.2 The Company may terminate the Contract if the Client fails to pay any amount due within 14 days of the due date.
11.3 On termination of the Contract:
(a) The Client shall immediately pay all outstanding invoices;
(b) Any provisions which expressly or impliedly continue beyond termination shall remain in force.
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12. GENERAL
12.1 The Company will not be liable for any failure or delay in performing its obligations due to events beyond its reasonable control, including but not limited to natural disasters, war, strikes, or governmental actions.
12.2 Any notice required under these Conditions must be in writing and delivered by hand, recorded delivery, or email to the other party’s principal place of business.
12.3 The Contract and any dispute arising from it shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts.
12.4 If any provision of these Conditions is found to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable.
12.5 The Client may not assign or transfer its rights or obligations under the Contract without the prior written consent of the Company.