Terms and Conditions
1. General Conditions
(a) “iRed” refers to iRed Ltd having its registered office at Unit 7, The Old Flour Mill, Queen Street, Emsworth PO10 7BT
(b) iRed undertakes to provide services in accordance with these general conditions (hereinafter called “General Conditions”) and accordingly all offers or tenders of service and all resulting contracts, agreements or other arrangements will in all respects be governed by these General Conditions, unless otherwise specifically agreed in writing except only to the extent that the law of the place where such arrangements or contracts are made or carried out shall preclude any of the General Conditions and in such case the said local law shall prevail wherever, but only to the extent that, it is at variance with these General Conditions.
(c) iRed acts for the person or body from whom the instructions to act have originated (hereinafter called “the Client”). No other party is entitled to give instructions, particularly on the scope of inspection or delivery of report, unless so authorised by the Client. iRed is irrevocably authorised by the Client to deliver at its discretion the report to a third party where so instructed by the Client or where it implicitly follows from circumstances, trade custom, usage or practice.
(d) iRed will provide services in accordance with:
i. the Client’s specific instructions as confirmed by iRed;
ii. the terms of any standard order form and/or standard specification sheet of iRed, if applicable;
iii. any relevant trade custom, usage or practice and
iv. such methods as iRed shall consider appropriate on technical, operational and/or financial grounds.
(e) Documents reflecting engagements contracted between the Client and third parties, or third parties’ documents, such as copies of contracts of sale, letters of credit, bills of lading, etc., are (if received by iRed) considered to be for information only, and do not extend or restrict the scope of the services or the obligations accepted by iRed.
(f) Subject to the Client’s instructions as accepted by iRed, iRed will issue reports of inspection which reflect statements of opinion made with due care within the limitation of instructions received but iRed is under no obligation to refer to or report upon any facts or circumstances which are outside the specific instructions received.
(g) The Client will:
i. ensure that instructions to iRed and sufficient information are given in due time to enable the required services to be performed effectively;
ii. procure all necessary access for iRed’s representatives to enable the required services to be performed effectively;
iii. supply, if required, any special equipment and personnel necessary for the performance of the services;
iv. ensure that all necessary measures are taken for safety and security of working conditions, sites and installations during the performance of services and will not rely, in this respect, on iRed’s advice whether required or not;
v. take all necessary steps to eliminate or remedy any obstruction to, or interruptions in, the performance of the services;
vi. inform iRed in advance of any known hazards or dangers, actual or potential, associated with any order or samples or testing including, for example, presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental pollution or poisons;
vii. fully exercise all its rights and discharge all its liabilities under any relevant sales or other contract with a third party, whether or not a report or certificate has been issued by iRed, failing which iRed shall be under no obligation to the Client. iRed may delegate the performance of the whole or any part of the services contracted for with the Client to any agent or subcontractor.
(h) In the event that any unforeseen problem or expenditure arises in the course of carrying out any of the services iRed shall be entitled to an additional charge to cover additional time and cost necessarily incurred to complete the services.
(i) If iRed is unable to perform all or part of the services because of lack of access or availability of goods or undue postponement or delay, iRed shall be entitled to a delay charge and to reimbursement of any non-refundable expense incurred by iRed.
(j) If iRed is prevented by reason of any cause whatsoever outside iRed’s control from performing or completing any services for which an order has been given or an agreement made, the Client shall pay to iRed: the amount of all abortive expenditure actually made or incurred; a proportion of the agreed fee equal to the proportion (if any) of the services actually carried out; and iRed shall be relieved of all responsibility whatsoever for the partial or total non-performance of the required services.
2. Settlement Terms
(a) The prices quoted exclude VAT which will be charged on all transactions at the prevailing rate.
(b) Provided that the Client has produced references which in iRed’s opinion are satisfactory the Client shall punctually pay not later than 30 days after the relevant invoice date or within such other period as may have been agreed in writing by iRed all charges rendered by iRed failing which interest will become due at the rate of 3 month LIBOR + 2% per cent per annum from the date of invoice until payment. In all other cases payment shall be in advance upon submission by iRed of an invoice. The Client shall not be entitled to retain or defer payment of any sums due to iRed on account of any dispute, cross claim or set off which it may allege against iRed. The client shall also pay all of iRed’s costs of collecting any amounts owed to iRed, including legal fees and court costs.
(c) In the event of any suspension of payment, arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business by the Client iRed shall be entitled to suspend or, at its option, terminate all further services forthwith and without liability.
3. Force Majeure
(a) IRed shall not be liable for failure to perform or delay in performance of any contract or for the loss or damage to goods indirectly caused by force mejeure to include acts of God, fire, theft, riot, war, embargo, strike of labour, delays in delivery or material by suppliers, prohibition of export or import, confiscation of any other occurrences (whether or not of a similar nature to those specified) beyond the control of iRed. No consequences of any such event shall give rise to the recession of the Contract unless in the opinion of iRed the contract becomes incapable of performance.
(a) iRed agrees to hold all information provided by the Client confidential where the client so specifies save where such information is known to iRed already or exists already in the public domain until either the information enters the public domain or iRed is given the same information by a third party or the Client is found to be in breach of contract by a court of law or three years have elapsed – whichever is the sooner.
5. Personal Details
(a) The Client consents that any personal information supplied by the Client may be used by iRed in connection with its business.
(b) In cases where the information relates to an individual acting as a business (e.g. sole trader) iRed may search the files of credit reference agencies, who will record the search.
(c) iRed may share this information with third parties with whom they have a business relationship. The Client may be contacted by telephone, mail, fax, or email.
6. Limitations of Liability & Indemnification
(a) iRed undertakes to exercise due care and skill in the performance of the services and accepts responsibility only in cases of proven negligence.
(b) The liability of iRed in respect of any claim for loss, damage or expense of whatsoever nature and howsoever arising shall in no circumstances exceed a total aggregate sum equal to the amount of the fee payable in respect of the specific service required which gives rise to such claim, provided, however, that iRed shall have no liability for any indirect, special or consequential loss (including loss of profits).
(c) IRed shall be discharged from all liability for all claims for loss, damage or expense unless suit is brought within one year after the date of the performance by iRed of the specific service which gives rise to the claim or in the event of any alleged non-performance within one year of the date when such service should have been completed.
(d) The Client acknowledges that iRed does not, either by entering into a contract or by performing services, assume, abridge, abrogate or undertake to discharge any duty of the Client to any other person.
(e) iRed is neither an insurer nor a guarantor and disclaims all liability in such capacity. Clients seeking a guarantee against loss or damage should obtain appropriate insurance.
(f) The Client shall guarantee, hold harmless and indemnify iRed and its officers, employees, agents or subcontractors against all claims made by any third party for loss, damage or expense of whatsoever nature including reasonable legal expenses and howsoever arising relating to the performance, purported performance or non-performance, of any services to the extent that the aggregate of any such claims relating to any one service exceed the limit mentioned in condition 6(b).
7. Rights of Ownership Copyright and trademarks
(a) Notwithstanding any payments received from the Client all rights of ownership to all materials prepared by iRed whether written or not shall remain the property of iRed.
(b) Copyright and distribution rights are reserved by iRed at its sole discretion except where these rights are explicitly stated in writing to have been waived or where the contract between iRed and the Client explicitly provides or where the material is so endorsed by iRed.
(c) IRed however grants the right, without prejudice to its position under the previous paragraph, to the Client to copy freely any material provided by iRed as part of work wholly commissioned by the Client provided that distribution of these copies is exclusively within the Client’s particular organisation.
(d) Should the subject material relate to a third party for whom the Client acts iRed further grants the right, without prejudice to its position under the preceding paragraphs, to the Client to copy freely any material provided by iRed as part of work wholly commissioned by the Client provided that distribution of these copies is exclusively within the Client’s particular organisation and the third party’s organisation to which the material relates.
8. Governing Law and Jurisdiction
(a) Except where otherwise stipulated in writing the relations, arrangements and agreements between the parties shall be governed by the laws of England & Wales and all disputes which may arise under out of or in connection with any contract between IRed and the Client shall be submitted to arbitration by the London Court of Arbitration in accordance with its Rules for the time being in force. Service of any notices in the course of such arbitration to the address of the Client given in the Contract shall be valid and sufficient.
(b) All references in the Terms and Conditions to the masculine gender shall deemed to include the feminine and neuter genders. Failure or neglect by IRed to enforce at any time any of the provisions hereof shall not be construed a waiver of IRed’s right nor in any affect the validity of the whole or part of this Contract nor prejudice IRed” rights to take subsequent action.
(c) The headings of the terms and conditions are inserted for convenience or reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Contract. In the event that any of these terms, conditions or provisions shall be determined invalid, unlawful or unenforceable it shall be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
No agent of either party has authority to make oral representations prior to or after placing an order and the Client has not relied upon any oral representations in placing an order nor has any agent or either party authority to vary or modify the Terms and Conditions herein which may only be varied or modified in writing by iRed.