Terms and Conditions for the Supply of Service
- DEFINITIONS In this Contract, the following terms shall be defined as below: "Completion" means completion of the Services as evidenced by submission to the Customer of the translation, revision, interpretation, DTP, global process service, and/or global document research & retrieval services which are the subject of the Services. "Contract" means the contract between the Customer and the Supplier consisting of the Purchase Order to the extent accepted by the Supplier and these terms and conditions. "Contract Price" means the total price to be paid by the Customer to the Supplier for the Services as defined in the Supplier's quotation. "Customer" means the person, firm, or company for whom the Supplier is carrying out the Services. "Purchase Order" means the purchase order issued or to be issued for the Services by the Customer. "Supplier" means Interpretext, Inc., the business that will carry out the Services. "Services" means the translation, revision, interpretation, DTP, global process service, and/or global document research & retrieval services to be provided by the Supplier as stated on the Purchase Order and accepted by the Supplier and Customer.
- ACCEPTANCE OF ORDER 2.1 The Supplier shall sell and the Customer shall purchase the Service in accordance with the Supplier's written quotation which is accepted by the Customer or any written Purchase Order of the Customer which is accepted by the Supplier subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions upon which the Customer accepts or purports to accept any such quotation or any such order is made or purported to be made by the Customer. No Purchase Order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier. 2.2 The Customer shall be responsible to the Supplier for ensuring the accuracy of the terms of any Purchase Order (including any applicable specification or text to be translated) submitted by the Customer and for giving the Supplier any necessary information relating to the Services within a sufficient time to enable the Supplier to perform the Contract in accordance with its terms. 2.3 No order which has been accepted by the Supplier may be cancelled by the Customer except with the Contract in writing of the Supplier and on terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the costs of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation. 2.4 No variation to the Contract shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.
- OBLIGATIONS OF THE SUPPLIER 3.1 The Supplier undertakes to provide the Services to the Customer in consideration of payment of the Contract Price by the Customer to the Supplier. 3.2 The Services will be carried out by the Supplier with reasonable skill and care, using standards of attention and accuracy normally to be expected within such industry. 3.3 The Services will be provided by the Supplier in accordance with the Contract. Although the Supplier will use all reasonable endeavours to make the Services available in accordance with the Supplier's estimated delivery schedule set out in the Supplier's quotation, the Supplier accepts no responsibility or liability, financial or otherwise, in the event that the said estimated delivery schedule is not complied with. In particular, for the avoidance of doubt, and without limitation of the generality of the foregoing the Supplier shall not be liable to reimburse the Customer in respect of any delay payments or other penalties or damages for which the Customer may become liable to any customer of the Customer as a result of delay or failure by the Supplier, whether or not the Supplier is aware or the Customer's potential liability to pay the same. 3.4 The Supplier shall use all reasonable endeavours to notify the Customer of any delay in the estimated delivery schedule for the provision of the Services and to propose a revised estimated delivery schedule to the Customer. Where the reasons for the said delay are other than those covered in Condition 4 hereof (Force Majeure), the Customer shall have the right (within seven days of the date of receipt of the notification) to advise the Supplier in writing that it intends to terminate the Contract forthwith (which latter course the Customer shall be entitled to take without liability to the Supplier other than reimbursement to the Suppler of all costs and expenses and of any cancellation charges of the Supplier's subcontractors or suppliers) incurred by the Supplier up to the date of termination. Subject as aforesaid the Contract shall be deemed to include the aforesaid revised estimated delivery schedule. Any revision proposed by the Customer to the estimated delivery schedule shall be by mutual written Contract. 3.5 The Customer shall be responsible for making arrangements, at its own cost, for the delivery to and collection from the Supplier's premises, of any physical items required to be made available to the Supplier under the Contract.
- FORCE MAJEURE 4.1 The Supplier shall not have any liability in respect of any delay in carrying out or failure to carry out any of its obligations under the Contract caused by fire, industrial action or dispute, sickness, acts of Government, default of suppliers or subcontractors, or any other cause whether of the same nature as the foregoing or not, which is outside the reasonable control of the Supplier. 4.2 The Supplier shall have the right to extend the estimated delivery schedule by a time sufficient to take due account of the event occurring as set out in Condition 4.1. If, however, such extension continues for a period of six months, the Customer may, upon expiry of such period, terminate the Contract forthwith without liability to the Supplier other than reimbursement on the same terms as those provided in Condition 2.3.
- PRICES AND PAYMENT 5.1 Prices for the Services will be those set out in the Supplier's quotation. 5.2 All prices are exclusive of any applicable state taxes and any other applicable taxes and duties which the Customer shall be additionally liable to pay the Supplier. 5.3 Payment for the Services shall be made within fourteen (14) days of the date of the Supplier's invoice therefor. 5.4 If the Customer fails to make payment on the due date, then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to: a) terminate the Contract or suspend any further deliveries to the Customer; b) appropriate any payment made by the Customer to such of the Services (or any services supplied under any other contract between the Supplier and the Customer) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and c) charge the Customer interest (both before and after any judgement) on the amount unpaid, at a rate of 10% per annum, until payment is made in full (a part of a month being treated as a full month for the purpose of calculating interest)
- DEFECTS 6.1 In respect of any defect or error in the Services provided by the Supplier under the Contract which is notified to the Supplier within one month of Completion of the Services, the Supplier agrees that it will make resources available to investigate the defect and endeavour to rectify the defect. On receipt of notification of any suspected defect, the Supplier shall, free of charge, as soon as reasonably possible, carry out an investigation into the cause thereof and thereafter rectify the same (if possible). 6.2 Except as set out in Condition 6.1, the Supplier accepts no liability in respect of any error or defect in any of the Services, or the consequences thereof, and gives no warranty in respect thereof. 6.3 Should the Customer communicate the Services or any information contained therein to any third party or use the Services or any part thereof in the performance of work for a third party, then the Customer shall be solely liable to such third party for any defect or error in such Services and the Customer shall indemnify the Supplier against all loss, actions, claims, costs, demands, expenses and liabilities whatsoever (if any) which the Supplier may incur either at common law or by statute in respect of any loss, damage, personal injury or death suffered by a third party by reason or any error or defect in such Services or by reason of the consequences of any such error or defect.
- LIABILITIES 7.1 In no circumstances shall the Supplier be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof: (i) for any increased costs or expenses, (ii) for any loss of profit, business, contracts, revenues, or anticipated savings, or (iii) for any special, indirect, punitive or consequential damages of any nature whatsoever arising directly or indirectly out of the provision by the Supplier of the Services, or of any defect or error therein, or of the performance, non-performance or delayed performance by the Supplier of the Contract. 7.2 Notwithstanding anything contained in the Contract, the Supplier's liability to the Customer in respect of the Contract, in contract, tort (including negligence or breach of statutory duty) or howsoever otherwise arising (except in relation to death or personal injury caused by the negligence of the Supplier where liability is not limited) shall be limited to the Contract Price. 7.3 The Supplier's entire liability to the Customer under this Contract and in relation to any negligent act or omission of the Supplier, (and of its employees, subcontractors or agents) and in respect of any death injury, loss or damage caused by or resulting from any of the foregoing is set out in Conditions 3, 4, 6, 7 and 8, which apply to the total exclusion of any other conditions, warranties, stipulations, or statements whatsoever, whether express or implied by statute, common law or otherwise howsoever, including, without limitation, any such conditions, warranties, stipulations or statements regarding the fitness for purpose, performance, nature or suitability of quality).
- TERMINATION 8.1 In the event that either party ("the party in default") commits a material breach of any of it obligations under this Contract, (and, where such breach is capable of remedy, has not remedied the same within seven days of receipt of a notice from the other party ("the innocent party") requiring that the same be remedied) then the innocent party may by notice to the party in default terminate the Contract, such termination to take effect immediately upon the receipt by the party in default of such notice.
- ENTIRE CONTRACT AND APPLICABLE LAW 9.1 This Contract contains the whole Contract between the Parties relating to the subject matter of this Contract at the date hereof to the exclusion of any terms implied by law which may be excluded by Contract. The Customer acknowledges that it has not been induced to enter into this Contract by, (and so far as is permitted by law and except in the case of fraud, hereby waives any remedy in respect of,) any warranties, representations and undertakings not incorporated into this Contract. 9.2 Each Party to this Contract confirms that it has reviewed all the matters provided for in this Contract, including the provisions of this clause, and agrees, having considered the terms of this clause and the Contract as a whole, that the provisions of this clause are fair and reasonable. 9.3 The interpretation, construction, effect and enforceability of this Contract shall be governed by the laws of the State of Texas and the parties agree to submit to the jurisdiction of the Texas courts.
- NOTICES 10.1 All notices, documents or other communications (a "Notice") to be given hereunder, shall be in writing and shall be transmitted by first class registered or recorded delivery mail, or by facsimile or other electronic means in a form generating a record copy to the party being served at the relevant address for that party. Any Notice sent by mail shall be deemed to have been duly served three working days after the date of posting. Any Notice sent by facsimile or other electronic means shall be deemed to have been duly served at the time of transmission.
- MISCELLANEOUS 11.1 In this Contract, "Party" means a party to this Contract and "Parties" shall be construed accordingly. 11.2 The headings in this Contract are for guidance only and do not affect its construction. 11.3 In the case of any inconsistency between any provision of the Appendices hereto and any provision of this Contract, the latter shall prevail. 11.4 Where the context requires or admits words importing the singular shall also include the plural and vice versa and the use of any gender shall include all genders. 11.5 References in this Contract to a Clause or Appendix is to a Clause or Appendix of this Contract 11.6 If any term or provision in this Contract shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Contract but the validity and enforceability of the remainder of this Contract shall not be affected. 11.7 The waiver or forbearance or failure of a party in insisting in any one or more instances upon the performance of any provisions of this Contract shall not be construed as a waiver or relinquishment of that party's rights to future performance of such provision and the other party's obligations in respect of such future performance shall continue in full force and effect.