TERMS & CONDITIONS
GENERAL CONDITIONS OF BUSINESS
1.1 In these conditions: ' The Designer' means Dibujo.design LLP which agrees to perform the design work. 'Design Work' means any or all of the work, which the Designer agrees to perform. 'Client' means the person, firm or corporate body who agrees to purchase Design Work. 'Contract' means any contract between the Designer and the Client for the carrying out of Design Work.
1.2 Any reference in these Conditions to any provisions of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect the interpretation of a Contract.
2.0RDERS AND SPECIFICATION
2.1 These Conditions shall apply to every Quotation and Contract. The Designer shall not be bound by any terms or conditions, which may be inconsistent with these Conditions.
2.2 No variation of, or addition to, these Conditions shall be effective unless in writing and signed by the Designer.
2.3 Any advice or recommendation given by the Designer or its employees or agents to the Client concerning Design Work prior to the making of the Contract to which it relates. which is not confirmed in writing by the Designer when such a Contract is made, is followed or acted upon entirely at the Customer's own risk and the Designer shall not be liable for any such advice or recommendation.
2.4 Any typographical or clerical error or omission in any Quotation, acceptance or Invoice or other such document issued by the Designer shall be subject to correction without any liability on the part of the Designer ..
2.5 All specifications, descriptions, drawing, designs, measures or other information provided by the Designer in relation to Design Work and/ or goods are approximate, howsoever provided, shall not form part of a contract and, with relation there to, the Designer reserves the right to incorporate modification or amendments to Design Work.
2.6 No Contract shall be created unless the Designer has accepted in writing a Quotation acceptance from the Client, irrespective of how, such Quotation acceptance is expressed and whether it results from a prior quotation or arises otherwise.
2.7 The Client shall be responsible to the Designer for ensuring the accuracy of the terms of any order or other material (including any applicable specification) submitted by it or on its behalf and for giving the Designer any necessary information relating to Design Work within a sufficient tie to enable the Designer to perform the Contract in respect thereof in accordance with its terms.
2.8 The Client shall be responsible to the Designer for obtaining all necessary Licences and other permissions whatsoever for the performance of Works.
2.9 The Client may not cancel a Contract unless the Designer agrees in writing and then on the terms that the Designer shall indemnify the Designer in full against all loss (including loss of profit), costs, claims, actions, damages, charges and expenses incurred by the Designer as a result of cancellation.
2.10 The Designer shall have and retain the property, copyright and all other intellectual or industrial property rights in drawings, designs, plans, models, specifications and/or estimates prepared by the Designer.
3.1 The Designer will quote for Design Work only after the Designer has confirmed a specification with, or on behalf of, the Client.
3.2 The Designers Quotation shall be open for acceptance within either the period stated therein or, if none is stated, within three calendar months of its date.
3.3 The Designer reserves the right to increase the price of the applicable contract in the following circumstances:
3.3.1 Where additional work is performed at the Client's request; and/ or
3.3.2 to reflect any increase in the cost to the Designer which is due to any factor beyond the Designer's control (such as, without limitation, any foreign exchange fluctuation, currency regulations, alteration of duties, increase in the cost of labour, materials or other costs of performance) or any failure of the Client to give the Designer adequate information or instructions; and/ or
3.3.3 without any prejudice to the generality of condition 3.3.2 above, to reflect any increase in the general index of retail prices, compiled by the United Kingdom Department of Employment and published in the United Kingdom in the monthly digest of statistics by the central Statistical Office or any index substantially replacing it.
3.4 Prices are exclusive of VAT and where applicable any additional or substitute taxes, levies,
imposts, duties fees or charges whatsoever and wherever payable, all of which shall be paid by the customer.
4. TERMS OF PAYMENT
Unless otherwise agreed upon in writing the customer shall pay 25% of the price of the contract by way of a non-refundable deposit before the commencement .The second payment of 25% is due upon completion of the Concept stage of the design, the third payment of 25% is due upon completion of the Scheme stage of the design and the final 25% to be paid upon completion of the design package (Outlined in brief). The Company requests payment within 14 days of the date present on payment request. The Company reserves the right to charge interest at 3% above Bank of England Minimum Lending Rate calculated on a daily basis on invoiced amounts not settled within the stated timescale.
4.1 if the client fails to make the payment as set out in clause 4 on the due date then without prejudice to any other right or remedy available to the Designer, the Designer shall be entitled, at its option at any time thereafter to 4.1.1 terminate the relevant Contract and suspend further Design Work; and 4.1.2 full payment, without deduction, of the total amount due and/or which would have become due under the relevant Contract but for termination, together with interest (both before and after any judgement) on the amount overdue from time to time at the rate of 8% per annum plus Bank of England base rate for business from time to time until payment in full is made.
4.2 Goods supplied by way of sale under contract shall not pass until payment by the Customer of all sums due under the Contract under which the Goods were delivered.
5.1 The Designer shall not be liable for any defect in Contract Work, arising directly or indirectly from compliance with any drawing, design or specification.
6.2 Without prejudice to the terms of Conditions 5.1 and 5.3, the Designer will accept liability for any loss or damage sustainedby the Client as a direct result of any breach of a Contract or of any liability of the Designer (including negligence) in respect of the performance of a Contract provided that such liability shall be limited to payment of damages not exceeding the invoice value of the contract
5.3 Subject to the terms of Condition 5.5, the Designer shall not be liable for the following, loss or damage howsoever caused (even if foreseeable or in the Designer's contemplation): 5.3.1 Loss of profits, business or revenue whether sustained by the Client or any other person, and/or 5.3.2 special, indirect or consequential loss or damage, whether sustained by the Client or any other person; and/ or 5.3.3 any loss arising from any claim made against the Client in relation to a Contract
5.4 The Client shall indemnify the Designer against claims, actions, costs expenses (including court costs and legal fee) or other liabilities whatsoever in respect of: 5.4.1 any claim for breach of industrial and/ or intellectual property rights arising out of compliance with any drawings, designs, specifications or order or the Client; and/ or 5.4.2 any breach of Contract or negligent or willful act or omission of the Client in relation to the Contract.
5.5 Contractor to check and clarify all levels, heights, dimensions, drainage, construction and specification
prior to commencement, fabrication or fitting of any works on site and to bring to the Clients
attention any variations or deviations for written confirmation before being carried out on site.
6. FORCE MAJEURE
The Designer shall be entitled, without liability on its part and without prejudice
to its other rights, to terminate a Contract or any unfulfilled part thereof or, at its option, to suspend
or give partial performance under it, if performance by the Designer or by its suppliers is prevented,
hindered, or delayed whether directly or indirectly by reason of any cause whatever beyond the
Designer's or its supplier's reasonable control, whether such cause existed on the date when the
Contract was made or not.
If the Client, being an individual or being a firm, if any partner in the Client is the
subject of a petition for a bankruptcy order or of an application for an interim order under Part Viii of the insolvency Act 1986, or if the Customer, being a company, compounds with its creditors or has a receiver or manager appointed in respect of all or any part of its assets or is the subject of an application for an administration order or any proposal for a voluntary arrangement under Part 1 of the Insolvency Act 1986, or enters into liquidation whether compulsory or voluntarily otherwise than for the purpose of amalgamation or reconstruction, or if the Designer reasonably believes that any of the above events is about to occur, then the Designer shall be entitled immediately, and at any time thereafter, to terminate any Contract or any unfulfilled part thereof.
8.1 No waiver by the Designer of any breach of Contract by the Client shall be construed as a waiver of any subsequent breach of the same or any other provision
8.2 If any provision of the Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Conditions and the remainder of the provision in question shall not be affected thereby.
8.3 Any dispute arising under or in connection with these Conditions or the work done by the Designer shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party.
8.4 All intellectual property & designs remain the property if Dibujo.design LLP, any drawing/ design and any related specification are the Copyright of Dibujo.design LLP and may not be reproduced, nor
may any design based upon the original design be produced without express permission.
8.5 This Contract shall be governed by the Laws of England