Terms and Conditions

F Mark Ltd (“the Company”)

Conditions of Contract

APPLICATION OF THESE TERMS AND CONDITIONS

1.          These conditions shall be deemed to form part of any order or contract accepted by the Company.  Any Conditions on the clients order form will not form part of any contract with the Company unless the Company has specifically agreed thereto in writing.

2.          The contract shall be governed by and constructed in accordance with the Laws of England and Wales.

QUOTATIONS AND TERMS OF PAYMENT

3.          Fees quoted remain valid for 30 days. The quotation is not an offer and any order given in respect of a quotation shall not be binding on the Company until accepted by the client in writing.

4.          Work carried out at a daily rate will be charged at £1000.00 per day.  Unquoted but requested work will be carried out at an hourly rate of £135.00 per hour plus expenses.

5.          Accounts will be submitted on a monthly basis, or at the end of each phase of works, depending on the agreed scope of works, and will be due for payment by return of the date of invoice, unless otherwise specifically agreed in writing.

6.          Payment by overseas customers shall be made by telegraphic transfer to the nominated bank of the Company. Payment shall be in Sterling otherwise the client will be liable for all bank charges associated with converting the payment to sterling.

7.          The Company, on certain projects, require an advanced payment of such amount as they and the client may agree.

8.          The Company may charge interest on any sums outstanding beyond their date for payment at the rate of 5% per month above the base-lending rate for the time being of The Co-operative bank PLC.

9.          Until payments are made of all sums due to the Company, it shall have a first and paramount lien on all documents, drawings, designs, models etc produced or arising in the course of the Company’s work for the client.

10.        Costs for models are to be reviewed once products are designed fully.

11.        Expenses are not included in the quoted fees and cover such areas as purchase of samples, printing of drawings, photographs, e-mail telecommunications, couriers, travel and hotel accommodation. An allowance of up to 15% of the project fees should be made to cover such expenditure.

12.        Cost for travel will be charged at cost when public transport is used. Travel where private travel is required will be charged at £0.45 per mile

INTELLECTUAL PROPERTY

13.        “Intellectual Property Rights” means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, chip topography rights, mask works, utility models, domain names and all similar rights and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future, (v) to which the Company is or may be entitled and (vi) in whichever part of the world existing

14.        While the Company will take all reasonable steps to ensure that the design proposals are original, it will be the client’s responsibility to carry out the patent, copyright, registered design and other Intellectual Property Rights searches to ensure that no infringement of existing rights is implicit in the proposed design.

15.        The benefit of any Intellectual Property Rights arising out of the work on the project commissioned hereby will be assigned by the Company to the client upon payment by the client of all sums due to the Company.

16.        The client will be responsible for and will the pay costs associated with protecting the Intellectual Property Rights. The Company will upon payment of an agreed fee assist in the preparation of any necessary drawing of documents to enable the client to apply for such protection, or will alternatively provide such appropriate information, as may be required by others, who may be appointed by the client to apply for such protection.

17.        The client will, in respect of any design which it may decide to put in to production or offer for sale, indemnify the Company against any damages, costs or expenses in respect of any infringement of any Third Party’s Intellectual Property Rights

ADDITIONAL OBLIGATIONS OF THE CLIENT

18.        The client will inspect and check all/any models and supplied CAD data and drawings and approve their suitability for their intended function prior to committing to placing orders for any tooling required to produce the final product. Failure to do so is entirely at the client’s risk.

19.        The client will inform the Company of the existence and identity of the relevant British, European or International Standards and/or Codes of Practice prior to commencement of the work.

20.        The client will not use the Company’s name in connection with any publicity arising out of the project unless the Company gives specific written approval.

ADDITIONAL OBLIGATIONS OF THE COMPANY

21.        The Company shall not at any time divulge confidential information or its clients intentions, production methods or business organisation. The Company will take all reasonable steps to ensure that all members of its staff are similarly bound to secrecy.

22.        The Company will not release for publication any information about work it is executing or has completed for the client either to the Press or otherwise until the client has given express consent.

23.        The Company will use its best endeavours to adhere strictly to the completion dates quoted, but time for completion shall not be of the essence and the Company shall not be liable for failure to complete or deliver by such dates.

24.        The Company will use its reasonable endeavours to ensure that any products it may design shall comply with all relevant statutory requirements of which the client has informed it.

LIABILITY

25        The Company shall not be liable for any loss or damage, or other claims for loss of revenue, profit, turnover, costs or expenses whatsoever, arising from or in connection with the design of products, their use, sale or resale by the client.           

26.       Nothing in these conditions is intended to exclude the Company’s liability where contract law prevents us from doing so, including for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.

27.       The Company will be liable to you for the reasonable and foreseeable losses you may suffer or incur as a result of our breach of these Conditions.  Except in unusual or exceptional circumstances, we expect these losses to be limited to the sums due to the Company for their services up until the breach.

TERMINATION

28.        Where a contract is cancelled, a fee will be charged on a quantum merit basis for the amount of work carried out on the project before its cancellation and in addition such amount as may be attributable to any forward financial commitment by the Company on the project.

The client hereby acknowledges receipt of a copy of these Conditions of Contract.