TORPLAN LIMITED - STANDARD TERMS AND CONDITIONS


GENERAL
All Business transacted shall be subject to these Terms and Conditions plus any Conditions as may be attached to any specific service. All orders/assignments are deemed to have been made by the Client and accepted by the Company subject to these Terms and Conditions which shall not be capable of being varied, supplemented, qualified or interpreted by reference to any prior course of dealings between the parties. All other terms and conditions, warranties, guarantees and reservations (express or implied, statutory or otherwise) are hereby expressly excluded.
1. Definitions
The 'Company' shall mean Torplan Limited.
The 'Offices' shall mean 216 Heaton Moor Road, Heaton Moor, Stockport, Cheshire.
The 'Client' shall mean any person acting on their own or on behalf of another person or firm.
The 'Services' shall mean any activity or operation that the Company may offer for use by the public at large and may include fax, word processing, photocopying, telephone answering, mailing address and any other or associated or related activities.
'Work 'shall mean any assignment to carry out an operation given by a Client including all material supplied to enable that Work to be carried out.
'Staff' shall mean any person employed by the Company.
'Charge(s)' shall mean the monetary value that the Company shall require for any services rendered subject to VAT at the standard rate.
The 'Scale of charges' shall mean any price list or standard scale of charging which the Company may produce from time to time as a basis of charging the which being at all times subject to alteration without notice by the Company which shall be current at the time of execution of any Services.
'VAT' shall mean the standard rate of Value Added Tax due on any invoice computed on all charges to which it is relevant. All charges are quoted exclusive of VAT. Some services are zero-rated.
An 'Invoice' shall mean any VAT invoice issued by the Company itemising the work done and its charge value.
'Payment' shall mean full and complete settlement of any invoiced amount made by cash. Payment by cheque (supported by a current and valid Bankers Card), or with a current and valid Credit Card (Access, Visa) shall only be a full discharge of any debt provided it shall not be suspended or withdrawn for any reason and shall not be final until the Company receives cleared funds due in its bank account. In the case of any dispute, cash in coin or notes of the realm shall be the only acceptable method of payment. It shall not mean use of foreign or counterfeit money.
'Credit' shall mean any period between the dates of invoice and settlement in full - credit will not be given.
'Extension of Credit' shall mean any period of credit NOT agreed in advance with the Company in writing prior to any transaction taking place and may include any such agreed period of credit if in default. No terms of credit shall be presumed.
'Financial interest or interest' shall mean any additional charge which the Company may levy with respect to any extension of credit.
'Delivery' shall mean the completion of the work as specified either in accordance with any proof reading and subsequent printing/transmission or upon electronic transmission from these offices. All goods sent by surface/air mail shall be deemed delivered when given to the Post Office where a certificate of posting will be absolute proof.
'Legal & Equitable Title' of any work/services rendered shall not pass/return to the Client whether delivered or not until the Company's invoices have been settled in full as required by these Standard Terms and Conditions. The Company reserves the right to restrict or prevent the use of any Work done by the Company and take whatever steps necessary to effect such restrictions all at the cost of the Client in the event of a breach of these conditions.
'Legal Control' shall mean the right of the Company to prevent or inhibit use of any Work in the event of any invoice being unpaid for any reason whatsoever.
'Use' shall include the taking of benefit after payment therefore from the Services provided but shall not confer any legal or statutory right under whatsoever Act or for whatsoever purpose on the Client nor shall it confer any obligations upon the Company to continue or to meet any on-going requirements of a Client for whatever reason without obligation or in the event of failure to pay, illegal benefit thereby.
2. Copyright, Designs and Patents Act 1988 applies. The Client is required to ensure that all permissions necessary to use any Work to be carried out by the Company on behalf of the Client (including off disc or similar medium) shall have been obtained, however the Client is required to indemnify the Company absolutely both in costs and in damages from any claim from any cause whatsoever arising from any default to obtain such permissions. Generally the Company holds to itself an absolute right to refuse any request without notice or reason without prejudice.
3. All Work supplied to the Company by a Client shall become subject to the Company's Legal & Equitable Title as defined herein.
4. Use either for gain or otherwise by the Client of any Work whilst debt to the Company remains outstanding shall attract damages of 15% of such debt per day that the debt remains outstanding.
5. Work supplied to the Company is at the Client's risk and whereas every care will be taken to keep the said Work in good condition no responsibility shall fall on the Company whatsoever for any accidental damage from whatsoever cause.
6. Failure to provide necessary information in good time to complete any Work will be just cause for any increase in costs to be recovered should the Company deem fit or repudiation of the contract with costs and damages if the Company is therefore unable to complete the work.
7. All delivery dates are estimates only and no responsibility whatsoever is accepted for any consequences of an inability to effect a delivery or meet a delivery commitment notwithstanding every effort being made so to do. The Company reserves the right to suspend delivery in respect of any Order without penalty or explanation or in the event that any invoice remains outstanding.
8. The provision of any Service shall be entirely subject to availability, may be modified from time to time and shall not confer any obligations upon the Company to maintain or provide a backup, secondary or alternative service. The failure of any service to be available for whatsoever reason shall not give any cause for pursuit in damages against the Company.
9. If the Client shall fail to give notice as required by these terms and conditions then the Services shall be deemed in all respects to be in accordance with the contract and the Client shall be deemed to have irrevocably and unconditionally accepted the Services as being completely satisfactory.
10. Any of the Services in respect of which the Client makes a claim within the time specified in these conditions the Company shall have the right to investigate the complaint and review all the Work involved without obligation.
11. The Company shall not be held liable for either the content of any Work or its importance or otherwise and shall be deemed at all times to be the dumb conveyor of the Work with no responsibilities in whatsoever form for the speed of transit, the contents or the consequences of delivery/non-delivery of any Work. The Client shall be held to be entirely responsible for his/her own actions and shall be deemed to have understood this at all material times.
12. The Company has no interest either financial or otherwise in the details of any of its Clients' activities and may not be either regarded as nor referred to as an Agent of the Client for whatsoever reason. Both the Company and the Client are independent parties under these Conditions and the parties acknowledge that neither of them is an agent or partner of the other for any purpose and that each of them is entirely without authority to act on behalf of the other in any manner. The Company shall not be responsible to third parties for any claim arising out of the activities of the Client and the Client shall hold the Company harmless against any claim arising in connection herewith and indemnify and hold harmless the Company for any amount which the Company may be required to pay as a result of any claim including damages that the Company may consider relevant.
13. Variation or suspension including cancellation of the work to the Customer's instructions or lack of instructions will warrant a contract price adjustment or an abortive work charge.
14. The Company shall establish the prices to be charged to the Client for the Services from time to time at its absolute discretion.
15. Credit will not be extended. Terms of payment shall be strictly net and in full upon completion of any Work. Payment may be permitted within 7 days upon written application and on approval by the Company in writing. A prepayment may be required. The Company may at its absolute discretion require a client to give a personal written guarantee to pay any amount due.
16. The Client shall make payment in full without any deduction or withholding whatsoever on any account upon demand or at some later date following invoicing which must be clearly evidenced in writing as having been agreed between the Company and the Client. If payment is not received in full when due, the Client shall pay extension of credit financial interest as provided for herein without further notice or warning. If payment is to be made by instalments agreed in writing the failure of the Client to pay an instalment in due time shall entitle the Company to treat such failure as a repudiation of the whole contract by the Client and to recover damages for breach of contract as though no credit had been allowed.
17. Where credit, defined further as desiring not to pay for any services on demand, is requested, it will be necessary for an undertaking to be given that acknowledges that any debt which accrues will be guaranteed by the signatory personally.
18. The Company reserves the right to defer/suspend without penalty delivery/execution of any Service which has been ordered by the Client so long as any amounts remain overdue for payment or any credit limit is exceeded and further the Company shall be entitled to withhold indefinitely delivery of any further Work for or from the Client then outstanding but without prejudice to any other rights the Company may have.
19. No claim by the Client in respect of the Services comprised in one transaction of Services shall entitle the Client to withhold payment of the whole or any part of the price payable in respect of any other transaction.
20. Defects after delivery will only be made good at the Company's expense and at its option if they arise on account of the Company's or its employees' faulty workmanship or failure to correctly execute or disregard the Client's instruction, saving only that this liability will be nullified in the event that the Client has verified without change a proof or has given incorrect instructions.
21. The limit of responsibility in any incidence will extend to 3 working days only after delivery of any alleged defective Work excepting that the Company may at its entire discretion but without responsibility or obligation make such extension of time as may be appropriate. Responsibility shall be limited to making good only of any alleged defect and shall not include any consequential damages from any cause whatsoever.
22. The Company hereby expressly excludes to the extent permitted by law any liability (arising in contract or in tort howsoever otherwise arising) from:
(i) Consequential loss or damage caused by or arising out of the use of the Services or occurring in respect of the Services, and
(ii) Loss or damage due to negligence or improper use, operation, or (without prejudice to the generality of the foregoing) the use or operation of the Services other than strictly in accordance with Torplan Ltd's Standard Terms & Conditions; and
(iii) Loss, injury or damage (including consequential loss) arising from fire, accident, industrial dispute, civil disturbance or any other act or accidental default interfering with the dispatch or delivery of the Services and beyond the control of The Company.
23. The company accepts no liability for any work which is subsequently altered, amended, added to or subtracted from by the client or a third party and used in support of a claim for whatever reason against the Company. The Company reserves the right to charge afresh for any Work which, despite including any defects, is required in any event to be amended or altered from the original form to suit the Client
24. Arbitration. In the event of irreconcilable differences, the dispute shall be referred to independent arbitration which shall be binding.
25. The Contract, in all respects, will be construed to be and operated as in English Contract and in conformity with English Law. A contract will be formed on the basis of the information received at the Company's offices in any form including electronically whether incomplete or incorrect. Whilst every effort will be made to verify inconsistencies the Company shall do so without prejudice and not be liable for any errors.
26. Statutory regulations shall apply where appropriate.
27. Extension of Credit - All invoices which are not settled within the Company's Standard Terms and Conditions is an extension of credit which will be, at the Company's discretion, subject to a surcharge of 3% per month compound interest or any other such amount as the Company may decide at its sole discretion, calculated on the total invoiced amount including VAT and applied from the date of invoice.
28. Torplan's failure to insist upon a strict performance of any provision of these Conditions shall not be deemed to be a waiver of its rights and remedies or any subsequent default by the Client in the performance or compliance with any of the terms of these conditions.
29. The invalidity of any individual provisions of these Conditions shall not affect the validity of the remaining provisions.
30. The Company's opening hours shall be as displayed in the reception area or in any published form but may be altered or varied without notice according to circumstances and the time of year. Failure to notify any use of any change will not constitute any right of action or redress against the Company for whatsoever reason.
31. Clients may enter upon the Company's premises for the purpose of visiting and/or carrying out business transactions but the right to freedom of movement is limited to the stairways up to the first floor level, the landing thereto and any allocated reception area. All other areas are strictly private, out of bounds and it will be regarded as a serious breach of privilege to enter upon any other areas unless expressly invited so to do. Such an invitation shall imply that the Client shall observe strictly any restrictions imposed and shall not interpret this to mean either that there is freedom to wander without restraint or that it is a conferred privilege for any future time.
32. In the event that the Company learns that a Client is acting illegally, against the public good or likely to bring discredit upon the Company by inference or association,all use of any facilities will be terminated forthwith, all monies shall be due on demand and the Company shall be entitled to sue for damages with respect to corruption of its reputation.
33. Cheques or credit cards found to be returned-to-drawer or invalid shall mean that any credit facilities will be forfeit with respect to any amount owed, the costs of any bank charges computed, and, along with any cheques or credit cards found to be faulty for any reason whatsoever shall be sufficient reason for any credit facilities to be determined forthwith. All amounts owed shall fall due in full and all charges from whatsoever sources shall be computed - including legal, special administration and interest charges in full - and added to the amount due to immediate payment.
34. The Company reserves the right to charge a premium for payment by credit card.
35. Authorised personnel shall mean any person authorised by the Client to give or receive information on behalf of the Client and may involve restriction of information.The Client shall ensure that instructions are clear and precise as to the extent to which information may be communicated. The Company reserves its right to charge for any costs involved in any special instructions.
36. The Company reserves the right to charge for the cost of verifying data from whatsoever source and for whatsoever reason, searching for information, printouts of records which the Client may have lost or mislaid or is unable to produce and to make a charge for any credit transaction.
37. Confidentiality. All work handed over to the Company shall be kept confidential; and therefore no Client shall be privy to any work which is not theirs. A breach of such access shall warrant that the Company require the Client to leave the premises immediately and any action taken thereafter will be at the Company's entire discretion on the grounds of Industrial Espionage.
38. Clients are requested to observe the opening and closing hours of the Company. The Client may not assume that the Company or its staff is available to work outside normal working hours or is obliged to do so nor may reliance be made on any co-operation which may be shown from time to time. The Company does not accept any responsibility for any late delivery of work to be carried out by the Company's employees which may have a deadline which is outside the capability of the staff to complete within normal working hours.
39. The Company reserves the right to charge for the collection/delivery of any Work.
40. Performance shall be in accordance with information supplied with any quotation and accepted by the Client. In the event of a dispute, the interpretation of any instruction shall be entirely superseded by any inspection/checking by the Customer notwithstanding either not having been carried out or having been declined It shall be Client's responsibility entirely to take advantage of all reasonable checking facilities. Failure to read over any Work shall cancel the Client's right to any redress for any error or omission. Final production will be considered to be with the Client's full consent and responsibility after checking or where the right is waived without redress.
41. Quotations. Failure to provide the total content at the commencement of the work shall imply that the Client shall have accepted that the charging applied to the work will be in accordance with the Company's standard terms and at such rates as may be charged without question. In the event that any query is raised in hindsight and in default of a quotation being requested, the value of the work shall be as per the invoice and the Company shall not be required to explain or justify any charges. Under normal circumstances work shall be paid for upon completion and not handed over until satisfactory and agreed form of payment has been tendered and accepted. All quotations, whether verbal or in writing, are suspended by the final evaluation of work content. Verbal quotations are approximate and the Company will not be bound by any figures quoted excepting and unless they are confirmed in writing and after sight of the Work.
42. Quotations given by the Company either verbally or in writing will be in accordance with these Standard Terms and Conditions. Acceptance of any such quotation will be subject to the edition of these terms and conditions ruling at the date of acceptance by the client in writing or when the work is executed in the case of verbal quotations. The Company reserves the right to alter, amend or withdraw its offer at any time without reason or notice or should there be a change in any of the details required to be executed or covered by the quotation. Should the Client fail to show good faith in providing full details charges may be made at the Company's discretion. Quotations will be open for acceptance up to 30 days, or as may be stipulated, from the date of the offer.
43. All items of office stationery sundries are sold as supplied subject to the limitations of use stipulated by the manufacturer. The Company shall not be held responsible for any items found to be faulty or inappropriate for use; complaints should be made to the manufacturing company.

FAX: It is the Client's responsibility to insist that firms with whom they communicate indicate clearly on return faxes for whom it is intended. The Client shall be liable to pay for any costs incurred in seeking to identify unmarked faxes received. All faxes, if not collected within one calendar month following notification, will be destroyed without responsibility. Quoting the Company's fax number brings liability to pay for all incoming fax messages received, whether unsolicited, wanted or not. The Company can accept no responsibility whatsoever for any failure of the telephone communication lines for any reason whatsoever or for the quality of any facsimile transmission received at the recipient correspondent's machine which may require a repeat transmission- at the same time or at a slower speed to ensure clarity. Additionally, the Company gives no guarantee that any transmission will take place at any specified time. The Client shall be charged for all repeated calls necessary by virtue of any cut-off or failure of the communication systems. The Company will send all material at the standard, fastest speed compatible with the Company's machine and that of the recipient correspondent. The Client shall be entirely responsible for providing the Company with the correct Fax number including any country or area code involved. Errors arising from the provision of an incorrect number will be chargeable. The Company shall furnish the Client with a transmission record which shall show the correspondent number - if there is an answerback - the number of pages sent and the notice of errors, if any. Unless the Client instructs otherwise the Company will automatically resend, at the Client's cost, any page indicated as containing an error until there are no error reports. This shall be absolute proof of transmission - there being no hard copy.

PHOTOCOPYING: The quality of the original shall be the standard against which any quality is compared. Poor printing ribbon will produce poor images and the Client will be responsible for all charges incurred in trying to improve the quality of the original to a better condition than a normal quality from that original. The client shall be aware that the quality of image deteriorates when successive copies are taken and particularly when enlargement/reduction is carried out. Because of this, the Company in no way warrants that any quality of the end product is suitable for the Client's purposes under any circumstances whatsoever. The Company shall not be obliged to improve on the quality of the original as part of the service offered. Copies which are illegible or of poor quality at a normal, standard setting may pick up background marks when darkened for enhancement or may lose density when highlighted to eliminate background. The Company shall charge for all copies used and for different sizes not otherwise specified or for standard sizes offered in the landscape mode.The scales of charges and discount structures shall not apply in the case of non standard paper sizes being used/required. The Company can accept no responsibility for nor guarantee that the final quality after full colour copying is an exact replica of the original. The Client shall be aware that focus of the original will be critical when copying and/or enlarging and may produce undesirable results for which the Company cannot accept responsibility. All copies, acceptable or not shall be paid for at the rates shown.The Company shall not be held liable for fading of a copy whatsoever. The Company will not warrant copying onto paper provided by the customer due to possible unforeseen anomalies in the paper quality and moisture content.

WORD PROCESSING: Mixtures of Company error and amendment shall be charged for as amendments. The Client remains responsible for checking and verifying the final copy and will be deemed to have accepted that responsibility upon giving instructions to produce the final copy upon having proofread a draft notwithstanding residual errors, which may have been the Company's error, which shall be to the client's charge. In the event of the Client being unable to proofread this shall be no proof against this claim. Should errors be found after copies have been made off work that the Client has approved as final such copies remain chargeable, the Company may not be held liable. The Company reserves the right to charge for a retention of work in memory plus for any time taken to search for, find and print out. Work deleted either as the result of any request not being made or that the retention time has expired will incur costs for retyping as though the work were new. The Company shall be under no obligation to retain in memory any material which has not been so requested in writing, or, if so requested in writing, the time has expired. Notwithstanding, the Company shall be under no obligation to keep any material in memory for any period of time however brief. The Client is advised that whereas every attempt is made to maintain the equipment in full working order it is incumbent upon the Client to advise if the material being worked upon has any importance which requires special precautions to ensure integrity of the text. The Company reserves the right to charge for any such provisions. No responsibility shall be accepted for failure to keep information, whether a storage fee has been paid or not, in the event of files or discs becoming lost, damaged or deleted - whether by machine or human error. The Client may submit any copy for typing or working upon as manuscript, typewritten, photocopied, audio cassette tape or disk but the Company may require that the text be drafted on the basis of an extra chargeable proof being required in circumstances where there is difficulty following an audible transcript, reading the text or understanding the order in which it is intended to present the copy material.

I June 1997 (Ref: FS/APG/O1O6/1)


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