Terms and Conditions
"The Company" means Mobile ScreenWipe Ltd.
"The Purchaser" means the purchaser of goods and/or services from the Company.
- "The Price" shall be the price as agreed in writing between the parties from time to time. Unless agreed otherwise the Price is exclusive of VAT and other local taxes which shall, where applicable, be due at the rate in force on the date of the Company's invoice. If the Purchaser fails to make any payment on the due date then without prejudice to any of the Company's other rights the Company may suspend or cancel delivery of any other items due to the Purchaser and/or appropriate any payment made by the Purchaser to such of the goods as the Company may in its sole discretion think fit.
- Payment of the Price and VAT, where applicable, shall be due as agreed in writing between the parties as a variation to these Terms and Conditions but in the absence of such variation, shall be due no later than 30 days after the invoice date. Time for payment shall be of the essence.
- Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of full payment at a rate of 4% above the Bank of England's base rate from time to time in force and shall accrue at such a rate after as well as before any Judgment, provided that the Company may at its election claim statutory interest in the alternative.
- The Purchaser may not withhold payment of any amount due to the Company by reason of any right of set off or counter claim which the Purchaser may have or alleges to have for any reason whatsoever.
- The Company may cancel the agreement at any time before the goods are delivered by giving written notice. On giving such notice, the Company shall promptly repay to the Purchaser any sums paid in respect of the Price. The Company shall not be liable for any loss or damage arising from such cancellation.
- The goods shall be at the Purchaser's risk from the time they are despatched by the Company or its agents. Property and title in the goods shall not pass from the Company until the Purchaser has paid the Price plus any applicable VAT in full and no other sums whatsoever shall be due from the Purchaser to the Company. Until property and title in the goods passes to the Purchaser in accordance with this clause, the Purchaser shall hold the goods and each of them on a fiduciary basis as bailee for the Company.
- Save for the Purchaser's obligation of payment, neither party shall be liable for any fault due to any act of God, war, civil disturbance, malicious damage, strike, lock out, industrial action, fire, flood, drought, extreme weather conditions and compliance with any law or government or order, rule, regulation, direction or other circumstances beyond the reasonable control of either party ("Force Majeure Event"). Each party shall give notice forthwith to the other upon becoming aware of a Force Majeure Event, giving details of the circumstances giving rise to a Force Majeure Event.
- The Purchaser will not bring the legal or any of the trade names of or owned by the Company into disrepute in any way whatsoever and none of its activities are or will be inimical to the activities of the Company and the Purchaser will not make any representation or do any act which may be taken to indicate that it has any right, title or interest in or to the ownership or use of any of the intellectual property owned by the Company.
- The Purchaser receives any goods or services as non exclusive licencee only and acknowledges that it has or shall acquire no rights relating to any intellectual property and shall not copy, assign, transfer, sell, sub-licence or reproduce in any material way or otherwise deal with anything provided to it by the Company save with the express written prior agreement of the Company. This clause shall not affect ownership of any intellectual property rights owned by the parties prior to entering into the agreement.
- The Company does not give any warranty or guarantee as to its rights to the use of or in, or the validity, existence, extent or enforceability of goods or services it may supply or that its exploitation or use or supply does not infringe the rights of any third party and shall have no liability to the Purchaser in respect thereof.
- The Company shall not be liable for any loss or damage whatsoever due to failure by the Company to deliver the goods or services (or any of them) promptly or at all. The Company shall have no liability whatsoever to the Purchaser for any direct or indirect loss and/or expenses (including loss of profits) whether consequential or otherwise suffered by the Purchaser arising in consequence of its relationship with the Company and/or the supply or goods or services by the Company and/or by a breach by the Company of any term or condition whether express or implied.
- All warranties, conditions and/or terms relating to fitness for purpose, quality or condition of the goods or services, or otherwise, by the Company whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
- The Purchaser agrees to indemnify the Company in respect of any costs, claims, loss or liability whatsoever suffered by the Company (including reasonable legal costs and disbursements) as a result of any breach by the Purchaser of any of these Terms and Conditions.
- Either party may give written notice (to the other party's registered address) to terminate their agreement on the grounds set out below and such termination shall take effect immediately if the other party:
- Fails to perform any material obligation or persistently fails to perform any non material obligations under these Terms and Conditions which if capable of remedy has/have not been remedied within 7 days of the other party receiving written notice requesting it to do so;
- Goes into liquidation, or an administrative receiver, receiver and manager, or administrator is appointed over the whole or substantial part of the other party's assets, or the other party enters into a voluntary arrangement with its creditors, or suffers any similar process intended to afford the other party protection from its creditors; or is dissolved or wound up in accordance with its governing documents.
- Termination for whatever reason shall not affect the accrued rights of the parties arising in any way out of this Agreement and all terms which, in order to give effect to their necessary intent and meaning, are capable of surviving its termination shall remain in full force and effect thereafter. Any terms that are held to be enforceable shall be severed from the others and shall not affect their validity.
- These Terms and Conditions contain all the terms and conditions which the Parties have agreed in relation to the subject matter of their agreement and supersedes any prior written or oral agreements, representations or understandings between the Parties in relation to such subject matter unless expressly agreed in writing otherwise.
- The parties acknowledge that their agreement has not been entered into either wholly or partly in reliance on any statement, promise or representation made by or on the other party's behalf. Nothing in these Terms and Conditions will exclude any liability which one party would otherwise have to the other party in respect of any statements made or things done fraudulently.
- The parties do not intend that any of these Terms and Conditions will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to them.
- The formation, existence, construction, performance, validity and all aspects whatsoever of the agreement or of any of these Terms and Conditions will be governed by the law of England and Wales and the courts of England and Wales will have exclusive jurisdiction to settle any disputes which may arise out of or in connection therewith. The parties irrevocably agree to submit to that jurisdiction.
- No amendment, modification or waiver of the terms of this Agreement shall be valid unless set out in writing and executed by the Company.
- The failure or delay of either party at any time to require performance of any provision of these Terms and Conditions shall not affect the right of that party to enforce such provision. These Terms and Conditions may be waived only expressly in writing executed by the relevant party.
- The parties are independent entities and nothing in these Terms and Conditions shall be construed to establish a partnership, joint venture, agency or similar relationship between them. Neither party is an agent of the other and shall not hold itself out as such.