PHYSALIA LIMITED CONSULTANT & FORENSIC ECOLOGISTS STANDARD TRADING TERMS AND CONDITIONS
The following business terms and conditions (“the Conditions”) are the terms on which Physalia Ltd (“the Company”) provides Services to the order of the Client and these Conditions supersede all other terms and conditions relating to the subject matter of these Conditions:
1. Price and Payment
1.1 The price (exclusive of VAT, carriage, freight, postage or insurance costs) for the Service (“the Price”) shall be the price previously agreed in writing or such other price as the parties may agree in writing.
1.2 Should the Client request and the Company agree in writing to provide services additional to those previously agreed (“Additional Services”), the fees for any Additional Services shall be mutually agreed between the parties in writing but otherwise for all purposes the Additional Services shall be deemed to be included within the definition of Services.
1.3 Payment of the Price shall be made by the Client within 28 days of the date of the invoice for the Service.
2. Services
2.1 The Service shall conform to the specification in the order for the Service as accepted by the Company’s acknowledgement (“the Purchase Order”) or as otherwise expressly agreed in writing.
2.2 Any order for Services from the Client to the Company shall only be accepted by means of the Company’s standard acknowledgement form and shall be deemed to be accepted subject to the Conditions herein.
2.3 The Service shall be carried out by the Company with all reasonable skill and care and in full compliance of relevant established current professional standards.
2.4 All communications and all information supplied to or obtained by the Company in the course of providing the Service and all information relating to the report and any other related documents shall be treated by the Company as confidential and shall not be disclosed to any third party or published without the prior written consent of the Client, such consent not to be unreasonably withheld.
2.5 Each order for the Service accepted by the Company shall be deemed to be an individual binding contract between the Company and the Client.
3. Delivery
3.1 The Company shall deliver the report and any other documents agreed on the Purchase Order to the Client to the address of the Client as stated on the Purchase Order or such other address advised in writing. Time shall not be of the essence for delivery.
3.2 The Client shall be deemed to have accepted the report and any other agreed documents upon their delivery.
4. Title
4.1 Nothwithstanding delivery, title in the reports and other documents forming the Service shall not pass to the Client until the Company has been paid in full for the Service. Nothing in this Clause shall prevent the Company from raising an action against the Client for payment of the Service.
5. Intellectual Property Rights
5.1 All intellectual property rights throughout the world relating to the Service shall vest in and be the absolute property of the Company.
6. Limitation of Liability
6.1 To the extent permitted by law, Physalia Ltd will not be liable by reason of breach of contract, negligence or otherwise for any loss or consequential loss occasioned to the Client in acting omitting to act or refraining from acting in reliance upon this Report and any related documents including videos and other electronic material except to the extent that any such loss does not exceed the price of the contract between the Physalia and the Client.
7. Notices
7.1 Except as otherwise provided in these Conditions all notices, instructions or other communications shall be in writing and may be made by facsimile message by letter or email or other form of communication as agreed between the parties from time to time, and delivered to the last address given in writing by the Company and the Client or such other addresses as may be agreed from time to time between the parties.
8. Governing Law and Jurisdiction
8.1 These Conditions shall be governed by and construed in accordance with the law of England the parties hereto submit to the non-exclusive jurisdiction of the English Courts.
Revision Date: October 2005
