Terms & Conditions
Document No. PELL-TC-001
Revision No. R3
Revision Date: 06/05/2020
Definitions
Client: the person or company to whom PELLINNO Ltd is to provide the services.
Contract means any agreement between PELLINNO Ltd and the Client.
Equipment or Goods: means any goods, parts, consumables, equipment or other deliverables to be supplied by PELLINNO Ltd to the Client as part of the Services.
Intellectual Property Rights means patents, trademarks, service marks, registered designs, applications for any of those rights, trade and business names, unregistered trademarks and service marks, copyrights, know-how, rights in designs and inventions, rights in databases and any other rights of the same or similar effect or nature, in each case in any jurisdiction.
Application
These Conditions alone shall form part of the provision of any services made by PELLINNO Ltd. They shall apply in place of and prevail over any terms or conditions contained or referred to in any documentation submitted by the Client, in correspondence or elsewhere, or implied by trade custom, practice or course of dealing. Any purchase order submitted by the Client will not be deemed to have been accepted by PELLINNO Ltd unless and until PELLINNO submits an Order Acknowledgement.
Any variation of these Conditions is valid only if it is in writing and acknowledged by a PELLINNO Ltd Director.
Provision of Services
The Services will begin on or around the date for provision of the Services as detailed in the Order or Order Acknowledgement, or such other date as agreed between the parties.
PELLINNO will provide the Services to the Client in accordance with the Quotation, the Specification and the Order Acknowledgement. The Client shall ensure that the terms of any applicable Quotation and Specification are complete, accurate and suitable for its own requirements.
The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of PELLINNO which is not set out in the Contract.
Any associated risk of goods or materials shall pass to the Client upon delivery to the Site. Only following full payment will the title to the Goods or services pass to the Client.
Price and Payment Terms
The price for the provision of Services shall be the price set out in the Quotation or Order Acknowledgement. Unless otherwise specified, VAT and any other tax, duty or levy shall be payable by the Client in addition to the Price.
PELLINNO shall be entitled to charge the Client for any charges outside the Price as stated in the Assumptions and Exclusions in the Quotation.
PELLINNO shall be entitled to invoice the Client for all amounts due under the Contract at such intervals as detailed in the Quotation Payment of the price for the Services and reimbursement of expenses shall be made in pounds sterling in full within 30 days of the date of PELLINNO’s invoice or as otherwise set out in the Proposal. No payment shall be deemed to have been received until PELLINNO has received cleared funds.
Warranty and Liability
PELLINNO warrants that the Services will be performed by appropriately qualified and experienced personnel with reasonable care and skill and in accordance with the Proposal provided that:
PELLINNO shall be under no liability in respect of any defective workmanship in any drawing, design, specification or materials supplied by the Client or their personnel.
PELLINNO shall be under no liability in respect of any defective workmanship arising from fair wear and tear, wilful damage or negligence caused by the Client, or persons using the Equipment, abnormal working conditions, incorrect storage, failure to follow PELLINNO’s instructions (whether oral or in writing), failure to comply with the operating instructions of the Equipment, misuse or alteration or repair of the Equipment without PELLINNO approval.
PELLINNO shall be under no liability if the defective workmanship is caused by the Client’s Personnel or if PELLINNO’s Personnel were acting under the instructions of the Client’s Personnel.
PELLINNO shall be under no liability if the total price of the Services has not been paid by the agreed due date.
The client must notify PELLINNO of any defect within seven working days of the provision of the Service.
The warranty does not extend to defects in Goods not manufactured by PELLINNO which will be subject only to any applicable manufacturer’s warranty.The warranty is 12 months from delivery of goods or services unless otherwise stated in the Quotation.
In the event of a valid claim by the Client PELLINNO shall investigate the claim and if liability is accepted PELLINNO’s only obligation is to re-perform the Services (or part thereof) free of charge or refund part of the Price, as applicable.
PELLINNO’s aggregate liability to the Client under a Contract whether for negligence, breach of contract, breach of statutory duty, misrepresentation, restitution or otherwise shall in no circumstance exceed the Price of the Services to be provided.
Nothing in these Conditions excludes or limits PELLINNO’s liability: (i) for death or personal injury caused by PELLINNO’s negligence; (ii) for fraud or fraudulent misrepresentation; or (iii) for any matter which it would be illegal for PELLINNO to exclude or attempt to exclude its liability.
PELLINNO is not liable for: (i) any indirect, special or consequential liabilities; (ii) any pure economic loss; (iii) any loss of anticipated profits, revenue or anticipated savings (iv) any loss of goodwill or reputation; or (v) any loss of management time, howsoever caused.
Client Obligations
The Client will co-operate fully with PELLINNO Personnel with any information that it reasonably requires and provide access to the Equipment and the Site.
The Client is to provide PELLINNO with copies of any health and safety, security or other policies and procedures with which PELLINNO Personnel are required to comply with whilst on Site.
The client is to be fully responsible for their own Personnel whilst on Site and shall ensure that they do not do any anything which may delay or prevent PELLINNO from carrying out the Services.
The Client is to notify PELLINNO as soon as possible in respect of any issues which may prevent or cause a delay in PELLINNO delivering the Services.
If PELLINNO is unable to deliver services or meets its obligations under the Contract and is prevented or delayed by any act or omission of the Client or the Client’s Personnel (including any breach of its obligations) any delay in granting access to the Site or Equipment, any failure to have met all of its preparation obligations or any delay to the timetable of a Project not caused by PELLINNO, PELLINNO shall not be liable for any costs, charges, losses or other liability sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
Any changes or additions to the Services will be agreed in writing between the PELLINNO Ltd and the client, PELLINNO shall advise the Client of any change to the price and the timescales of the project of the Services that apply to such changed and any other terms and conditions particular to the provision of such changed or additional Services. If these are agreed, the additional services shall be deemed to be included in the definition of Services and provided in all other respects on these Conditions.
PELLINNO may make any changes to the Services from time to time: (i) needed to comply with applicable law or safety requirements; and/or (ii) which do not materially affect the nature or quality of the Services.
Force Majeure
If PELLINNO is prevented, hindered or delayed from or in providing the Services in accordance with these Conditions by an event which is beyond PELLINNO’s reasonable control including acts of terrorism, insurrection, riots, civil unrest and military action, the exercise of emergency powers by any local, regional or national governmental authority, fire, flood, earthquake, storm and other natural disasters, industrial action, strikes and lock-outs, blockage or embargo or the failure or delay of supplies of power, fuel, transport, equipment, telecommunications systems, Internet or other goods and/or services (including any third party materials) (a Force Majeure Event) PELLINNO may, at its option: (a) suspend the provision of the Services while the Force Majeure Event continues; (b) if PELLINNO has insufficient capacity and/or resources to meet its commitments, apportion available capacity and/or resources between its clients as it decides; or (c) terminate any Contract so affected with immediate effect by written notice to the Client, and PELLINNO will not be liable for any loss or damage suffered by the Client as a result.
Termination
In respect of any Project, until completion of the Project; and
In respect of Maintenance Services, for the initial period set out in the Proposal, or if no initial period is set out in the Proposal, for a period of 12 months, and shall continue thereafter under either party gives to the other no less than one months’ notice to expire no earlier than the end of the initial period.
PELLINNO may terminate a Contract with immediate effect by notice to the Client if the Client is in material breach of an obligation under a Contract (including any failure to pay any sum by the due date).
The Contract shall continue until expiry or termination of this Agreement for any reason:
PELLINNO shall be entitled to invoice the Client for any Services provided (including any Goods delivered to the Client or ordered by PELLINNO for supply to the Client) as at the date of termination or expiry and the Client shall pay such invoices and any other outstanding invoice within 10 days of the date of expiry or termination;
PELLINNO shall be entitled to access the Site to remove any of its plant, equipment or other property on the site and shall be entitled to seize any Goods for which it has not received payment.
Termination of this Agreement shall be without prejudice to the accrued rights and liabilities of the parties and shall not affect any continuing obligations of the parties under this Agreement.
Confidential Information
Each party (the Receiving Party) shall treat any Confidential Information relating to the other party (the Disclosing Party) as strictly confidential except to the extent that such Confidential Information can be proved to be within the public domain at the time of disclosure other than as a result of any breach of these Conditions. The Receiving Party shall not disclose such Confidential Information to any third party nor use it for any purpose except as is strictly necessary for the performance of its obligations under the Contract. For the purpose of these Conditions, Confidential Information means all information disclosed (whether in writing, orally or by another means and whether directly or indirectly) by the Disclosing Party to the Receiving Party or otherwise acquired by the Receiving Party in connection with these Conditions or its subject matter whether before or after the commencement of the Contract including information relating to the Disclosing Party’s products, operations, processes, plans or intentions, product information, know-how, trade secrets and other Intellectual Property Rights, market opportunities, business affairs, financial information and other confidential information.
Intellectual Property Rights
All right, title and interest in and to any Intellectual Property Rights created by or on behalf of PELLINNO during the provision of the Services and all renewals and extensions thereof shall be the property of and vest in PELLINNO (unless otherwise agreed in writing), and the Client assigns, including by way of present assignment of future rights, such Intellectual Property Rights to PELLINNO with full title guarantee and free from all encumbrances and other rights of whatever nature exercisable by any third party, together with the right to take action for any past, present and future damages and other remedies in respect of any infringement or alleged infringement of such Intellectual Property Rights. The Client waives any moral rights in relation to the Intellectual Property Rights.
All right, title and interest in and to any Intellectual Property Rights owned by or licensed to a party prior to the Contract is and shall remain the exclusive property of the party owning it (or, where applicable, the third party from whom it’s right to use such Intellectual Property Rights has derived).
General
All notices shall be in writing.
Unless otherwise stated in these Conditions, a Contract (and any documents referred to in it) constitutes the entire understanding between the parties in relation to its subject matter and supersedes all prior representations, communications, negotiations and understandings concerning the subject matter of the Contract. No party has relied on any warranty or representation except as expressly set out in the Contract.
The Client may not assign or transfer or purport to assign or transfer any of its rights or obligations under a Contract without first having obtained PELLINNO’s written consent. PELLINNO may assign a Contract or any part of it to any person.
If any Condition of a Contract, (or part of a Condition), is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other Conditions shall remain in force.
Nothing in a Contract is intended to confer on any person any right to enforce any Condition of a Contract which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
The Contract is governed by, and shall be construed in accordance with, the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with a Contract.