CONDITIONS OF SUPPLY
1. Definitions and Interpretation:
1.1The following terms as used herein shall have the meaning as stated:
“Company” means Genesys Office Furniture Limited;
“Conditions” means these Conditions of Supply;
“Confidential Information” means any information disclosed by one (the disclosing party) to another (the receiving party) if the disclosing party has notified the receiving party that the information is confidential or the information could reasonably be supposed to be confidential;
“Contract” means any contract between the Company and the Customer for the supply of any Goods and/or Services, incorporating these Conditions;
“Customer” means any person, firm, company, or other organisation who is the addressee of the Company’s quotation or acceptance of order issued by the Company and shall include any successor-in-title of the Customer and any company or entity arising (wholly or partly) by way of any merger, amalgamation, reorganisation or acquisition of the Customer;
“Deliverables” means all documents, products, and materials developed by the Company or its agents, subcontractors, consultants, and employees in relation to the Services in any form, including, without limitation, computer programs, data, reports, and specifications (including drafts);
“Delivery Point” means the place where delivery of any Goods is to take place under clause 5;
“Goods” means any goods or materials agreed in the Contract to be supplied by the Company to the Customer (including any part or parts of them), including any goods agreed to be supplied with, or in relation to, any Services;
“Input Material” means any documents, plans, drawings, designs or other materials, and any data or other information provided by the Customer to the Company relating to the Goods and/or Services;
“Intellectual Property Rights” means any design rights, utility models, patents, inventions, logos, business names, trademarks, domain names, copyright, moral rights, rights in databases, source codes, reports, drawings, specifications, know-how, trade secrets, rights in software, rights in the nature of unfair competition and the right to sue for passing off and any other equivalent or similar rights to any of the foregoing in any jurisdiction, whether registered or unregistered;
“Output Material” means any documents, plans, drawings, designs or other materials, and any data or other information provided by the Company to the Customer relating to the Goods and/or Services; “Services” means any services agreed in the Contract to be performed by the Company for the Customer (including any part or parts of them) including, but not limited to, any installation work to be undertaken in relation to any Goods;
“Site” means the premises at which the delivery of any Goods and/or the performance of any Services shall take place, including, but not limited to, the Customer’s place of business;
“Supplies” means the Goods and/or the Services, depending on the context.
1.2A reference to a clause is to a clause of these Conditions. Clause headings shall not affect the interpretation of these Conditions.
1.3Any reference to “parties” means the parties to the Contract and “party” shall be construed accordingly.
1.4A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.5Words in the singular include the plural and in the plural include the singular.
2. Application of Conditions and Description of Goods and Services:
2.1All quotations are made and all orders are accepted by the Company subject only to these Conditions of Supply, which shall prevail notwithstanding any other terms and conditions which the Customer shall bring to the Company’s notice.
2.2Any quotation is given on the basis that no Contract shall come into existence until the Company accepts the Customer’s order in accordance with the provisions of clause 2.3. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
2.3The placing of an order following any quotation or other indication of price and delivery shall not be binding on the Company unless and until accepted by the Company in writing.
2.4The Customer shall ensure that the terms of its order and any Input Material and/or any applicable specification are complete and accurate.
2.5Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
2.6No order of the Customer may be cancelled by the Customer, except with the Company’s express agreement and on such terms as the Company may require.
2.7No order of the Customer may be varied, altered or deferred by the Customer, except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of such variation, alteration or deferment.
2.8The Company reserves the right to charge the Customer for any Output Material provided to the Customer.
2.9Any surplus fittings or materials shall remain the property of the Company and shall be returned to it.
2.10The quantity and description of any Goods and/or Services shall be as set out in the Company’s quotation or acknowledgment of order.
2.11All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s website, catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract and this is not a sale by sample.
2.12The specification for the Goods shall be based upon standard contract specification, unless varied expressly in the Customer’s order and accepted by the Company.
2.13Unless otherwise agreed in advance by the Company in writing, the Customer shall be solely responsible for determining the accuracy of any measurements which may be required to be furnished to the Company in relation to the supply of any Goods.
2.14The Customer will be liable for any additional costs, charges or expenses which arise from any conditions at the Site being at variance with any conditions perceived by or notified to the Company.
2.15The Company has no obligation to accept any variation to the Contract requested by the Customer, whether by addition, substitution or omission (or, without limitation, to the Goods/and or Services to be provided under the Contract) and no such request shall be deemed to be accepted in the absence of the Company’s written agreement to the variation.
2.16If any Goods are to be manufactured, ordered, designed, built, configured, altered, adapted, or subjected to any process by or on behalf of the Company for the Customer and/or any Services are to be performed by the Company, in each case in accordance with any Input Material, specification or design submitted by the Customer, the Customer shall hold the Company harmless and shall fully indemnify the Company against any and all loss, damage, costs and expenses awarded against or incurred by the Company in connection with, or paid or agreed to be paid by, the Company, in settlement of any claim for infringement of any patent, copyright, design, trade mark or any other intellectual property right of any other person resulting from the Company’s use of any Input Material, specification or design so submitted.
2.17The Customer shall ensure that any specification submitted by the Customer does not contravene any applicable safety or other statutory or regulatory requirements.
2.18Any Customer wishing to purchase Goods through the Company’s website is hereby referred to clause 14 of these Conditions.
3. Obligations of the Customer:
3.1 The Customer shall:
(a)be responsible for preparing and maintaining any relevant p