Terms & Conditions
These conditions of supply of goods and services apply equally to Corporate Rewards Limited and govern all orders to and contracts with Corporate Rewards Limited for the supply of products and/or services ("Products" and/or "Services" respectively) and override any other terms or conditions stipulated, incorporated or referred to by the person, firm or company that has requested any Product and/or Services ("the Client"). The Product and/or Services shall be as described in the quote or acknowledgement of order issued by Corporate Rewards or as may be agreed [in writing] by Corporate Rewards. These Conditions, except where they are varied by Corporate Rewards in writing, are the only conditions upon which Corporate Rewards supplies Products and/or Services. No alteration or modification of these Conditions shall have effect unless such alteration or modification is accepted in writing by a duly authorised officer of Corporate Rewards.
1. Formation
a) Quotations issued by Corporate Rewards shall be available for acceptance for 6 months from the date of issue unless withdrawn by Corporate Rewards by written or oral notice to the Client. All prices are subject to availability at the time of order.
b) All orders placed by the Client for Products and/or Services ("Orders") shall be deemed to be an offer and shall only be deemed accepted by Corporate Rewards upon the earlier of the issue of a written acceptance of order by Corporate Rewards or delivery of Products or provision of any Services.
c) Unless otherwise agreed, Corporate Rewards may modify the specification of Products and/or Services without notice. The Contract is not a contract for sale of goods by description. All and any descriptive matter, specifications and advertising issued by Corporate Rewards will not form part of the Contract and is solely aimed at giving an approximate idea of the Products and/or Services described in them.
2. Price
a) Prices shall be as set out in the quotation and/or acknowledgement issued by Corporate Rewards which (together with any prices set out in Corporate Rewards' price lists) are exclusive of any value added, purchase or other taxes but inclusive of delivery.
b) The Contract price is based on information available, details of the Products and/or Services requested at the time of the quotation and on the assumption that the Client will comply with its obligations under the Contract. If such information, prices, costs, request or assumption changes prior to delivery of the Products and/or performance of the Services then Corporate Rewards reserves the right to amend the price accordingly.
3. Payment
a) Corporate Rewards may invoice the Client for the Products and/or Services at time of signing of Corporate Rewards booking form or issue of purchase order by the client unless otherwise agreed by Corporate Rewards Ltd.
b) All invoices are due for payment on receipt, unless otherwise agreed on the contract / booking form and detailed on the invoice.
c) Clients who have been granted by Corporate Rewards (in its sole discretion) a credit account facility shall pay the Contract within 14 days of the date of invoice. Corporate Rewards may (in its sole discretion) amend the terms of or withdraw such credit account facility at any time without notice with immediate effect and upon such withdrawal all amounts due or accruing to Corporate Rewards (under the Contract or otherwise) shall become immediately payable notwithstanding any other Condition.
d) Payment shall only be deemed received by Corporate Rewards from the Client upon receipt by Corporate Rewards of cleared funds. Payment shall be made in full without any deduction, set off or abatement on any grounds. Corporate Rewards may appropriate any payment made by the Client to any outstanding invoice.
e) Time for payment by the Client of the price and all other amounts due under the Contract shall be of the essence. If the Client fails to make payment on the due date then Corporate Rewards may without prejudice to its other rights be entitled to:
i) cancel the Contract, suspend any further deliveries of the Products to the Client and/or performance of the Services;
ii) charge the Client interest on overdue amounts (before as well as after judgement) at the annual rate of 2% above the base lending rate of HSBC Bank plc from time to time until the overdue amounts are paid in full; and
iii) an indemnity from the Client against all expenses and legal costs incurred by Corporate Rewards in recovering overdue amounts and/or incurred as a result of cancellation or suspension of deliveries or performance.
4. Quality
a) Corporate Rewards warrants that all Products shall upon delivery be of satisfactory quality and that all Services shall be carried out with reasonable skill and care and all conditions, warranties or other terms whether express or implied, statutory or otherwise, inconsistent with this Condition 4.a), are hereby expressly excluded to the fullest extent permitted by law.
b) The warranty given in Condition 4.a) will not apply: i) where the defect complained of arises from fair wear and tear, wilful damage, the Client's negligence, or misuse or alteration the Products without Corporate Rewards' approval or any failure to follow Corporate Rewards' instructions (whether oral or in writing);
ii) if Corporate Rewards or its agents is not given a reasonable opportunity to safely inspect the Products and/or evidence of the defect in the Services; or
iii) if the total price for the Products and/or Services has not been paid.
c) The obligations of Corporate Rewards under the Contract are limited such that in the event of a breach by Corporate Rewards of the warranty in Condition 4.a) or any defect in any Products and/or Services Corporate Rewards shall only be obliged (and shall have no further liability in contract, negligence or otherwise for any defect in quality of the Products and/or Services) at its option either to credit the price (if already paid) attributable to the faulty Products and/or Services or replace the faulty Products and/or or re perform the Services provided that such Products unless otherwise agreed are returned to Corporate Rewards in their delivered state at the Client's expense within a reasonable time and in any event within 28 days of the defect becoming apparent.
5. Liability
a) Nothing in these Conditions shall exclude or limit the liability of Corporate Rewards for death or personal injury caused by Corporate Rewards' negligence or fraudulent misrepresentation.
b) Corporate Rewards shall not be liable to the Client in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof for any: (i) economic loss of any kind whatsoever; (ii) loss of profit, business contracts, revenues or anticipated savings; (iii) damage to the Client's reputation or goodwill; (iv) loss resulting from any claim made by any third party, or (v) special, indirect or consequential loss or damage of any nature whatsoever.
c) Without prejudice to Condition 4.c), 5.a) and 5.b) Corporate Rewards' liability in contract tort, (including negligence or breach of statutory duty) or otherwise arising by reason of or in connection with the Contract shall be limited to the amount receivable by Corporate Rewards for the claim under its insurance policy covering such risks provided that nothing in this Condition shall oblige Corporate Rewards to obtain any insurance or claim upon any insurance which it holds. The Client acknowledges that delay in notifying any claim may prevent Corporate Rewards recovering any money under such policy.
6. Force Majeure
In the event that Corporate Rewards is prevented or delayed in or from carrying out any of its obligations under the Contract as a result of any cause beyond its control such as but not limited to: acts of God; governmental intervention or restriction, import or export regulations; war; riots; strikes or trade disputes (including by and with Corporate Rewards' own employees); power failure; accidents; inadequate performance of, failure of computer systems; fire; flood; default of suppliers or sub-contractors, or breakdown of plant, machinery or vehicles then Corporate Rewards shall be relieved of its obligations and liabilities under the Contract for as along as such fulfilment is prevented.
7. Intellectual Property Rights and Confidentiality
a) Corporate Rewards shall have the right to apply any trade marks, trade names and/or service marks to the Products. The Client acknowledges that no rights are granted to the Client to use such trade marks, trade names and/or service marks unless otherwise agreed in writing with Corporate Rewards. The Client shall not deface, remove or obliterate any trade marks, trade names or logos applied by Corporate Rewards on or in relation to the Products.
b) The Client shall keep confidential and not use, without the prior written consent of Corporate Rewards, all or any information supplied by Corporate Rewards to the Client or disclosed to or obtained by the Client pursuant to or as a result of the Contract, and shall not divulge the same to any third party except to the extent that any such information is or becomes public through no fault of the Client, or disclosure of the same is required by law or by any other governmental or other regulatory body.
8. Termination
Without prejudice to any of its other rights Corporate Rewards may immediately terminate the Contract in whole or in part and demand payment of amounts due or accruing to Corporate Rewards whether under the Contract or otherwise and/or withhold or cancel any deliveries or suspend performance if any of the following occurs or is likely to occur:
a) the Client is in breach of any of its obligations under the Contract which, if capable of remedy, the Client has not remedied within 30 days of receiving written notice from Corporate Rewards; or
b) the Client enters into any form of insolvency including without limit liquidation, bankruptcy, receivership, voluntary arrangement, administration or is unable to pay its debts as they fall due or the Client ceases or threatens to cease to carry on business.
9. General
a) The failure to exercise or delay in exercising by Corporate Rewards of a right or remedy provided by the Contract or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.
b) The Client shall not be entitled to assign or sub-contract any of its rights or the obligations under the Contract, without the prior written consent of Corporate Rewards. Corporate Rewards may assign, license or sub-contract all or any part of its rights or obligation under the Contract without the Client's consent. References to Corporate Rewards shall include its successors and assigns.
c) The Conditions and any quotation and/or acknowledgement of Order issued by Corporate Rewards contain the whole agreement between Corporate Rewards and the Client. All other understandings, agreements, warranties, conditions, terms or representations, whether express or implied, statutory or otherwise, are excluded to the fullest extent permitted by law. The Client warrants to Corporate Rewards that in entering into the Contract it has not relied on and shall have no remedy in respect of any statement or promise which is not set out in the Contract.
d) The Contract shall be construed in accordance with and governed in all aspects by English Law and the Client submits to the exclusive jurisdiction of the English Courts.
