In these Conditions, Charges means the charges payable by the Customer for the supply of the Services as agreed between the parties and recorded in writing. Conditions mean these Design and Build Standard Terms and Conditions as amended by Farnborough International Limited (FIL) and notified to the Customer from time to time. Customer means the organisation that purchases the Services from FIL and Services means the design and build services supplied by FIL to the Customer as set out in the relevant quotation. A reference to a statute is a reference to it as amended or re-enacted and includes all subordinate legislation made under that statute or statutory provisions. Any words following the terms including, include or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. A reference to writing or written includes e-mail. In the event of any inconsistency between these Conditions and the quotation, these Conditions shall prevail.
2. Basis of Contract
The Customer’s signed quotation constitutes an offer by the Customer to purchase Services in accordance with these Conditions. The Customer’s signed quotation shall only be deemed to be accepted when FIL it is received by FIL at which point, and on which date a contract shall come into existence (the “Contract”). These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, practice or course of dealing.
3. Supply of Services
FIL reserves the right to amend the scope of the Services, if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and FIL shall notify the Customer in any such event. FIL warrants to the Customer that the Services will be provided using reasonable care and skill.
4. Customer's Obligations
The Customer shall co-operate with FIL on all matters relating to the Services and provide FIL with such information as FIL may reasonably require in order to supply the Services and ensure that such information is complete and accurate in all material aspects. If FIL’s performance of any of its obligations under these Conditions is prevented or delayed by any act or omission by the Customer (Customer Default):
- FIL shall have the right to suspend performance of the Services until the Customer remedies the Customer Default and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays FIL’s performance of any of its obligations;
- FIL shall not be liable for any costs or losses incurred by the Customer arising directly or indirectly from FIL’s failure or delay performing any of its obligations; and
- the Customer shall reimburse FIL on written demand for any costs or losses sustained or incurred by FIL arising directly or indirectly from the Customer Default.
5. Charges and Payment
The Customer shall pay each invoice submitted by FIL in full and in cleared funds within 30 days of the date of the invoice. All amounts payable by the Customer under the Contract are exclusive of VAT unless stated otherwise. And such VAT shall be payable by the Customer in addition. If the Customer fails to make a payment due to FIL by the due date, then without limiting FIL’s remedies, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
6. Data Protection and Data Processing.
7. Exclusion of Liability
FIL shall not be liable for any loss of profit, revenue, anticipated savings, damage to reputation or any form of indirect or consequential loss.
8. Limit of Liability
Nothing in clause 7 above excludes any liability which cannot legally be excluded. Subject thereto, FIL’s total liability to the Customer shall not exceed a sum equivalent to 125% of the Charges for the Services in relation to which FIL liability arose. FIL’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract.
Without affecting any other right or remedy available to it, either party may terminate these Conditions and FIL’s obligation to perform the Services by giving the other party 7 days written notice where either the other party commits a material breach of these Conditions (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so, or the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business. In the unlikely event the event for which the Services are required (the Farnborough International Airshow) is cancelled, FIL may terminate this Contract forthwith and any monies received from the Customer for the Services will be reimbursed less any costs incurred by FIL up until the date of termination.
10. Suspension of Services
FIL may suspend the performance of the Services if the Customer fails to pay any amount due to FIL on the due date for payment, the Customer becomes subject to any of the events listed in clause 9 above, or FIL reasonably believes that the Customer is about to become subject to any of them.
11. Suspension of Services
Entire agreement. These Conditions (together with any quotation provided by FIL) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understanding between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into these Conditions it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Conditions.
Variation. FIL shall be entitled to vary these Conditions upon giving the Customer not less than one month’s written notice. Neither party can amend the Services as set out in the quotation without written consent of the other party.
Waiver. A waiver by FIL of any right or remedy under these Conditions or by law is only effective if given in writing and shall not be deemed a waiver or any subsequent right or remedy. A failure or delay by FIL to exercise any right or remedy provided under these Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
Severance. If any provision of these Conditions is or becomes invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of these Conditions.
Notices. Any notice given to a party under or in connection with this Contract shall be in writing and shall be delivered by hand or pre-paid first-class post or other next working day delivery service at its registered office and shall be deemed received two days thereafter.
Third Party Rights. These Conditions so not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions.
Governing Law and Jurisdiction. These Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales. Each party irrevocably agrees that the Court of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Conditions or their subject matter or formation.