Terms and Conditions

INTEGRO LANGUAGES LIMITED

CONDITIONS OF SUPPLY

1. Definitions

In these conditions the following words have the following meanings unless the context requires otherwise.

“Client” means the person whose order for Products/Services is accepted by the Company;

“Company” means Integro Languages Limited;

“Contract” means any contract between the Company and the Client incorporating these conditions for the sale of Products and/or the provision of the Services;

“Liability” means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;

“Products” means any products, materials and/or goods ordered from the Company by the Client or to be supplied by the Company to the Client and/or any goods, products and/or materials which are to be utilised in the performance of the Services and in which title is intended to pass to the Client once the Services have been paid for including translations; and

“Services” means the services and/or work to be performed by the Company for the Client as set out in order.

2. Basis Of Contract

2.1 These conditions shall:

    2.1.1 govern the agreement between the Company and the Client to the exclusion of any other terms or conditions

    2.1.2 supersede all previous terms and conditions; and

    2.1.3 replace any terms and conditions previously notified to the Client.

2.2 Orders placed by the Client leading to a contract which is not expressed to be subject to these conditions shall still be subject to them.

2.3 No variation to these conditions shall be binding on the Company unless agreed in writing between the Client and an authorised representative of the Company.

2.4 The Company’s employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the Products and/or Services unless confirmed by the Company in writing.

2.5 No oral warranties or representations shall bind the Company (unless given by a Director of the Company).

2.6 The Client acknowledges that it does not rely on any representation and/or warranty which has not been made in accordance with these conditions.

3. Orders And Contract

3.1 “Quotations” (unless stated otherwise) shall be available for acceptance for a period of 30 days. Quotations may be withdrawn by the Company at any time during this period by oral or written notice.

3.2 The Company shall have the right to refuse to accept any orders placed for Products and/or Services.

3.3 The Client shall be responsible for the accuracy of an order and for giving the Company all information necessary for the Company to perform the Contract.

3.4 The Contract between the Company and the Client shall come into effect on the Company’s acceptance of the Client’s order.

3.5 No order for Products and/or Services shall be deemed accepted by the Company until confirmed in writing by the Company’s authorised representative.

4. Delivery

4.1 Dates for delivery and/or performance are estimates only and are not guaranteed. Time is not of the essence in relation to such dates. They are also subject to any matter beyond the Company’s reasonable control. Where the performance of the Services and/or delivery of the Products is dependent upon acts of the Client, any delay by the Client shall automatically extend the Company’s time for performing the Services and/or delivering the Products by the same period.

4.2 The Company will use its reasonable endeavours to ensure delivery and/or performance on the dates specified in the acceptance of order.

4.3 Where Products are to be delivered in instalments, each delivery shall constitute a separate and distinct contract and failure by the Company to deliver, or any claim by the Client in respect of, any instalment shall not entitle the Client to repudiate and/or terminate this Contract as a whole.

4.4 Where Services are to be performed in stages, each separate stage shall constitute a separate and distinct contract and failure by the Company to deliver, or any claim by the Client in respect of, any stage shall not entitle the Client to repudiate and/or terminate this Contract as a whole.

4.5 The Company shall not be required to fulfil orders for Products and/or Services in the sequence in which they are placed.

4.6 The Client shall procure that the Company has free right of access to such part of the Client’s computer systems as is necessary to enable the Company to perform the Services.

4.7 If the Client refuses to allow performance of the Services then the Company shall be entitled to withhold delivery and/or performance of any other Products and/or Services and to treat this Contract as repudiated by the Client and shall have the right to rescind this Contract.

5. Price And Payment

5.1 The price of the Products and/or the Services shall be as quoted to the Client or otherwise as shown in the Company’s acceptance of the order.

5.2 The Company may increase its prices in relation to the Products and/or the Services which the Company has agreed to supply where the increase is to take account of increases in costs, expenses and/or materials suffered by the Company.

5.3 The Company’s prices are exclusive of any applicable VAT for which the Client shall additionally be liable.

5.4 The Company’s terms of payment are net cash within 30 days of the date of invoice. Time for payment shall be of the essence.

5.5 If the Client fails to make any payment in full on the due date the Company may:

    5.5.1 charge the Client interest (both before and after judgment) on the amount unpaid at the rate of 4% above the base rate from time to time of the Company’s bank, such interest to be compounded with quarterly rests; and/or

    5.5.2 withhold or suspend future or current deliveries of the Products and/or performance of the Services and delivery and/or performance under any other agreement with the Client.

5.6 Any monies received by the Company from the Client may be applied by the Company at its option against any interest charged prior to application against any principal sums due from the Client against which it may be applied in any order.

5.7 The Company shall be entitled:

    5.7.1 to invoice each delivery of Products and/or stage of the Services separately: and

    5.7.2 invoice to the Client any time on or after delivery of the Products and performance of the Services.

5.8 The Client shall pay all sums due to the Company under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.

6. Cancellation

6.1 The Client may cancel delivery of the Products and/or performance of the Services at any time, on condition that the Company shall have no Liability to the Client in relation to any Contract cancelled in accordance with this clause and the Client shall pay the price for the Products and Services cancelled and shall indemnify and keep indemnified the Company against any and all lost profits, costs (including increased administration costs and legal costs on a full indemnity basis), expenses, damages and any other loss and/or Liability suffered by the Company as a result.

7. Specification

7.1 The quantity, quality, description and/or specification including but not limited to the precise language, the proof reading required and the type of stylistics checks to be undertaken in relation to the Products and/or the Services shall be that set out in the Client’s order (if agreed by the Company) unless otherwise agreed in writing by the parties.

7.2 The Client is solely responsible for checking the order and any quotation and satisfying itself that any specification given is accurate and adequate for the Products and/or Services and/or that the Products and/or Services are fit for the purpose(s) for which they are required.

7.3 The Company shall have no Liability for errors in any specification or details supplied by the Client and the Client is solely responsible for their accuracy.

7.4 The Client agrees to indemnify and keep indemnified the Company against any and all claims, losses, expenses, proceedings, actions, awards, liabilities, costs (including legal costs on a full indemnity basis and increased administration costs) and any other losses and/or liabilities arising out of the Company’s use of specifications, details and/or drawings supplied by the Client.

8. Intellectual Property Rights And Confidentiality

8.1 The Client shall not make any modification to the Products, nor alter, remove, or tamper with any trade marks used on or in relation to the Products and/or Services.

8.2 On condition that the Company is paid in full by the Client upon such payment all intellectual property rights in the Products shall be owned by the Client absolutely.

8.3 The Company shall be free to utilise for the benefit of its other clients any skill and/or know-how that it may develop or acquire in the performance of the Services.

8.4 Each party agrees with the other that it will keep all confidential business information regarding the other party confidential and not disclose or use such information which may be disclosed to it or which it may learn except where such information is public knowledge or it is required to be disclosed by law.

8.5 The identity, location and contact details of all the Company’s suppliers, agents and subcontractors are confidential information proprietary to the Company, shall be kept strictly confidential by the Client and shall not be used by the Client for any purpose including making direct contact with any such supplier, agent or subcontractor without the Company’s prior written consent.

9. Property And Risk

9.1 Risk in the Products shall pass to the Client at the time of delivery. Where Products are delivered in hard copy form, delivery shall be deemed to occur when the Products leave the Company’s premises and when delivered digitally shall occur when they leave the Company’s computer server.

9.2 The Company shall retain title and ownership of the Products until it has received payment in full in cash or cleared funds of all sums due and/or owing for all Products supplied to the Client by the Company under this Contract and any other agreement between the Company and the Client.

9.3 Until payment in full of the price for all Products supplied to the Client the Products shall be stored separately from any products or goods belonging to the Client or any third party and must be clearly marked and identified as being the Company’s property. The Client agrees that the Company’s employees and/or agents shall be entitled to enter the Client’s premises to check compliance with this clause and/or to recover all Products in which title is owned by the Company.

10. Default

10.1 If the Client:-

    10.1.1 fails to make any payment to the Company when due;

    10.1.2 breaches the terms of this Contract and, if the breach is capable of remedy, has not remedied the breach within 14 days of receiving notice requiring the breach to be remedied;

    10.1.3 persistently breaches any one or more terms of this Contract;

    10.1.4 pledges or charges any Products which remain the property of the Company, or ceases or threatens to cease to carry on business, or proposes to compound with its creditors, applies for an interim order under Section 252 Insolvency Act 1986 or has a Bankruptcy Petition presented against it, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver appointed over all or any of its assets, or takes or suffers any similar action in any jurisdiction;

    10.1.5 appears to the Company due to the Client’s credit rating to be financially inadequate to meet its obligations under the Contract; and/or

    10.1.6 appears reasonably to the Company to be about to suffer any of the above events;
then the Company shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 10.2 below.

10.2 If any of the events set out in clause 10.1 above occurs in relation to the Client then:-

    10.2.1 the Company may enter, without prior notice, any premises of the Client (or premises of third parties with their consent) where Products owned by the Company may be and repossess and dispose of or sell any Products found which are owned by the Company so as to discharge any sums due to the Company under this Contract or any other agreement with the Client;

    10.2.2 the Company may cancel, terminate and/or suspend without Liability to the Client any contract with the Client; and/or

    10.2.3 all monies owed by the Client to the Company shall forthwith become due and payable.

10.3 The Company shall have a lien over all property or goods belonging to the Client which may be in the Company’s possession in respect of all sums due from the Client to the Company.

10.4 If any monies due to the Company from the Client have not been paid within 7 days of the due date the Company may sell and/or re-use any property or goods over which it has a lien in accordance with clause 10.3 above (and the Client agrees that the Company may give good title for such property and/or goods and has due entitlement to use them in such circumstances) and the Company shall apply the proceeds of sale in discharging any costs or expenses of sale, in repaying any interest owed by the Client to the Company, in payment of any principal sums owed to the Company and the Company shall account to the Client for the remainder (if any) in that order.

11. Corrections And Replacements

11.1 The Company will at its option either refund the price, correct, replace free of charge or re-perform any defective Products and/or Services where the defect is apparent on inspection provided that full details of the defect are notified to the Company within 7 working days of delivery of such Products or performance of the Services.

11.2 Any defective Products must be returned to the Company for inspection if requested by the Company before the Company will have any Liability for defective Products.

11.3 The Company, if it requests and where reasonable, shall have the right to inspect the subject-matter of any allegedly defective Services at a mutually convenient time, and the Company will not have any Liability for defective Services until it has been allowed to make such inspection.

12. Limitations On Liability

12.1 The Company shall have no Liability for defective Products and/or Services where the defect has been caused or contributed to by the Client to the extent so contributed.

12.2 The Company shall have no Liability to the Client if the price for the Products and/or the Services has not been paid in full by the due date for payment.

12.3 The Company shall have no Liability for damage, loss, liability, claims, costs or expenses caused or contributed to by the Client’s continued use of defective Products and/or Services after a defect has become apparent or suspected or should reasonably have become apparent to the Client.

12.4 The Client shall give the Company a reasonable opportunity to remedy any matter for which the Company is liable before the Client incurs any costs and/or expenses in remedying the matter itself. If the Client does not do so the Company shall have no Liability to the Client for that matter.

12.5 The Client shall produce to the Company written evidence of any claims for which it is alleged that the Company is liable together with written details of how the loss was caused by the Company and the steps the Client has taken to mitigate the loss before the Company shall have any Liability for the claim by the Client.

12.6 The Company shall have no Liability for any matters which are outside its reasonable control.

12.7 The Company shall have no Liability to the Client for any:-

    12.7.1 consequential losses;

    12.7.2 loss of profits and/or damage to goodwill;

    12.7.3 economic and/or other similar losses;

    12.7.4 special damages and indirect losses; and/or

    12.7.5 business interruption, loss of business, loss of contracts, loss of opportunity and/or production and/or loss of savings.

12.8 The Company’s total Liability to the Client in relation to any one claim shall not exceed 100% of the total price of the Products under the Contract for which Liability is incurred by the Company.

12.9 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:

    12.9.1 Liability for breach of contract and/or under this Contract;

    12.9.2 Liability in tort (including negligence);

    12.9.3 Liability for breach of statutory duty; and

    12.9.4 Liability for breach of Common Law.

except clause [12.8] above which shall apply once only in respect of all the said types of Liability.

12.10 Nothing in this Contract shall exclude or limit the Liability of the Company for death or personal injury due to its negligence or any Liability which is due to the Company’s fraud or any other liability which it is not permitted to exclude or limit as a matter of law.

12.11 All warranties, terms, conditions and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law.

12.12 Nothing in this Contract shall exclude or limit any statutory rights of the Client which may not be excluded or limited due to the Client acting as a consumer. Any provision which would be void under any consumer protection legislation or other legislation shall to that extent, have no force or effect.

12.13 The limitations in this Contract are necessary in order to allow the Company to provide the Products and/or the Services at its current prices. If the Client requires greater protection then the Company will agree to modify the limitations and extend its guarantees in return for the payment of a higher price for the Products and/or Services.

13. General

13.1 The Client agrees to indemnify and keep indemnified the Company against any and all losses, proceedings, lost profits, damages, awards, expenses, claims, costs (including increased administration costs and legal costs on a full indemnity basis), actions and any other losses and/or liabilities suffered by the Company and arising from or due to any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by the Client.

13.2 No waiver by the Company of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.

13.3 If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.

13.4 The Client shall not assign its interest in the Contract (or any part) without the written consent of the Company.

13.5 All third party rights are excluded and no third party shall have any right to enforce this Contract. This shall not apply to members of the Company’s group from time to time who shall, subject to the Company’s consent, have the right to enforce this Contract as if they were the Company.

13.6 This Contract and all claims arising out of it including non-contractual claims are governed by and interpreted in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts in relation to all claims including non-contractual claims.