STANDARD TERMS AND CONDITIONS OF ISM Training FZC FOR THE SALE OF GOODS AND SERVICES
The definitions and rules of interpretation in this condition apply in these conditions.
Business Day: any day other than Friday or Saturday or public holiday in the United Arab Emirates; Client: the person, firm or company who purchases the Goods and/or Services from the Company. Company: ISM Training FZC.
Contract: any contract between the Company and the Client for the sale and purchase of the Goods and/or Services, incorporating these conditions. Document: includes, in addition to a document in writing including but not limited to all course material or content developed/written on behalf of the Client, or any other record of any information in any form. Goods: any goods and/or Output Material agreed in the Contract to be supplied to the Client by the Company (including any part or parts of them). Input Material: means any Documents or other materials, and any data or other information provided by the Client relating to the Services. IPR: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. Output Material: means any Documents or other materials, and any data or other information provided by the Company relating to the Services. Quotation: a document to be provided by the Company to the Client detailing the initial quotation, proposals and delivery program. Services: any services which the Company provides to the Client (including any part or parts of them).
1.1. A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.2. Words in the singular include the plural and in the plural include the singular.
1.3. A reference to one gender includes a reference to the other gender.
1.4. Condition headings do not affect the interpretation of these conditions.
1.5. A reference to writing or written includes faxes but not e-mail.
1.6. Where the words include(s), including or in particular are used in these terms and conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
1.7. Any obligation in the Contract on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
2. APPLICATION OF TERMS
2.1. Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or another document).
2.2. No terms or conditions endorsed on, delivered with or contained in the Client’s purchase order, confirmation of order, specification or another document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3. These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods and/or Services shall have no effect unless expressly agreed in writing and signed by Simon Parker of the Company. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Companyʼs liability for fraudulent misrepresentation.
2.4. Each order or acceptance of a Quotation for Goods and/or Services by the Client from the Company shall be deemed to be an offer by the Client to purchase Goods and/or Services subject to these conditions.
2.5. No order placed by the Client shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods or supplies the Services to the Client.
2.6. The Client shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7. Any Quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Client. Any Quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
3.1. The quantity and description of the Goods and/or Services shall be as set out in the Companyʼs Quotation or acknowledgement of order.
3.2. All samples, descriptive matter, specifications and course examples issued by the Company and any descriptions or explanations contained in the Companyʼs catalogues or brochures or any other Documents are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the Contract and this is not a sale by sample.
3.3. The Services supplied under the Contract shall continue to be supplied until the project is completed or until the Contract is terminated in accordance with condition 12.
4. DELIVERY AND PERFORMANCE
4.1. The Company shall procure the availability of personnel to provide the Services and shall ensure that the personnel use reasonable skill and care in the performance of the Services.
4.2. The Client shall at its own expense supply the Company with all necessary Documents or other materials, and all necessary data or other information relating to the Specified Service, within sufficient time to enable the Company to provide the Service in accordance with the Contract. The Client shall ensure the accuracy of all Input Material. The Client shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. The Supplier shall have no liability for any such loss or damage however caused.
4.3. The Company may at any time without notifying the Client to make any changes to the Specified Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service.
4.4. Any dates specified by the Company for delivery of the performance of the Services are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.5. Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods or in the supply of the Services (even if caused by the Companyʼs negligence), nor shall any delay entitle the Client to terminate or rescind the Contract unless such delay exceeds 180 days.
4.6. The Client shall: (a) co-operate with the Company in all matters relating to the Services; (b) promptly provide all Input Material; and (c) provide such other information as the Company may request and the Client considers reasonably necessary, in order to carry out the Services and ensure that it is accurate in all material respects.
5.1. The Company shall not be liable for any non-delivery of Services (even if caused by the Companyʼs negligence) unless the Client gives written notice to the Company of the none delivery within 7 Business Days of the date when the Services would in the ordinary course of events have been received.
5.2. Any liability of the Company for non-delivery of the Service shall be limited to providing the Service within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Services.
6.1. Unless otherwise agreed, the price payable by the Client for the Goods and/or Services will mainly be by reference to the time spent in preparing for or supplying the Service including time spent travelling, considering, preparing, and time spent on correspondence and telephone calls (whether made or received).
6.2. At the outset, the Company will either estimate the price that will be due for the Goods and/or Services or, alternatively, agree a fixed fee with the Client. This information will be included in the Quotation.
6.3. Notwithstanding clause 6.2, the Clients shall pay any additional sums which are agreed between the Supplier and the Company for the provision of the Service or which, in the Supplierʼs sole discretion, are required as a result of the Clientʼs instructions or lack of instructions, the inaccuracy of any Input Material or any other cause attributable to the Client.
6.4. If the Company is unable to fulfil the supply of Goods and/or Services, then it will be entitled to terminate the contract and invoice for all costs or time incurred up to the date of termination.
6.5. All prices shall be subject to taxation consummate with the country of origins legislation.
7.1. The balance of the invoice amount is payable 15 days prior to the event unless otherwise stated.
7.2. An invoice may be raised at any time by the Company.
7.3. Time for payment shall be of the essence.
7.4. No payment shall be deemed to have been received until the Company has received cleared funds.
7.5. All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
7.6. The Client shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Client.
7.7. If the Client fails to pay the Company any sum due pursuant to the Contract, the Client shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of HSBC plc, accruing on a daily basis until payment is made, whether before or after any judgment.
8.1. The Company may by written notice terminate the Contract immediately if the Client is in material breach of the Contractor enters into insolvency, bankruptcy, any arrangement with its creditors or any other arrangement or situation which has a like effect. Failure to pay any sums due in accordance with condition 8 is a material breach of the terms of the Contract which is not capable of remedy.
8.2. The company may terminate this Agreement at any time by giving not less than 1 months’ written notice to the other party.
8.3. The termination of the Contract howsoever arising is without prejudice to the rights, duties and liability of either the Client or the Company accrued prior to termination. The conditions which expressly or impliedly have effect after termination will continue to be in force notwithstanding termination.
9.1. The Company may assign the Contract or any part of it to any person, firm or company.
9.2. The Client shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
10. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to cancel the Contract (without liability to the Client) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either partyʼs workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 30
11.1. Time for performance of all obligations of the Client is of the essence. Time for performance of all obligations of the Company is not of the essence.
11.2. Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
11.3. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
11.4. Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
11.5. Following the conclusion of a project on behalf of a Client the Company will retain any Client information for such a period as they shall deem appropriate in their absolute discretion. A Client who requires such documentation to be kept for any specific period shall give notice in writing to the Company to that effect and, in the event of such notice being given the Company reserves the right to require the Client to take personal custody of the information.
11.6. Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
11.7. These terms and conditions, together with the Quotation, constitute the whole agreement between the parties relating to the subject matter they cover and supersede any arrangements, understanding or previous agreements between the parties relating to such subject matter.
11.8. The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.