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Terms and Conditions Form

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I am trying to come up with a standard Terms and Conditions form to include with each quotation that I send to my customers. Being a Systems Integrator there are a lot of things to cover. I have never used a T&C form in the 7 years that I've been in business and have never had a problem, but I always thought that I should be using it just in case. Anyway, I'm not that creative when it comes to documents like this. I'm looking for suggestion/samples if anyone has any. I did get some info from different manufacturer's catalogs but they usually only cover merchandise warranty. I need to include things such as warranty, shipping, payment terms, substantial completion, travel costs, extra costs incurred (such as when the customer tells you he's ready for your site visit but when you get there he is nowhere near ready and you have to stay an extar day!), and other things like that. Any ideas would be appreciated. Thanks!

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Attached document may help get you started. TERMS_AND_CONDITIONS_OF_SERVICE.doc

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great doco there Ken thanks..

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I can't take credit for it, I "borrowed" it from someone else.

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Good, I hope you don't mind me "borrowing" some parts of it

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All this "borrowing," I might as well get in on it too! Thanks, great "borrowing!"

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If I didn't want to share, I wouldn't have posted it.

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Thanks Ken! With a few minor changes it looks great.

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Try this one 1. Limitation of Liability The Supplier shall carry out the contract with reasonable care and skill in relation to its carrying out not be liable (whether in contract, tort or otherwise) for any loss or damage of whatsoever nature (including indirect or consequential loss or damage) suffered by the Client whether arising from any act, default or neglect on the part of the supplier, its employees, agents or subcontractors to the extent of the greater of: · The Value of the contract carried out by the Supplier. · Except in the case of death or personal injury due to the negligence of the supplier or its subcontractors, the supplier shall not be liable for loss of contracts, profit, anticipated savings, revenue, business, data, software programmes, use or third party fraudulent use of the software, or interruption in the use or availability of data, stoppage to the other work or indirect or consequential loss howsoever arising 2. Confidentiality The Client should not disclose any contractual or operational techniques of the Supplier to any third party; and should treat the information with, at least, the same degree of care as it would preserve its own confidential information; and should only disclose the information to those of its employees who have to know and shall ensure that such employees are under a similar obligation of confidentiality. The Supplier should not disclose any contractual or business related information of the Client to any third party; and should treat the information with, at least, the same degree of care as it would preserve its own confidential information; and should only disclose the information to those of its employees who have need to know and shall ensure that such employees are under a similar obligation of confidentiality. On termination of the contract all confidential information held by the receiving party shall be returned to the disclosing party. 3. Intellectual property rights All code, techniques, processes and procedures developed by the Supplier shall remain the property of the Supplier and no transfer of ownership is granted or implied. On termination of the contract, the Supplier reserves the right for all code, techniques, processes and procedures to be returned to the Supplier; or to sell a non-exclusive licence to use sufficient code, techniques, processes and procedures to the client at an agreed price. Any sale implies sold-as-seen. No quarantee, warranty or enhancement policy is implied. The Client will treat all code, techniques, processes and procedures furnished by the Supplier as commercially confidentially material. 4. Payment Terms Invoices are payable within thirty days of receipt of invoice; strictly nett. Where payment is not received by that date the Supplier reserves the right to impose a surcharge on all outstanding balances at a rate of 3% per month. All sums referred to in any quotation are exclusive of VAT, which will be charged as an addition at the rate applicable at the time of the invoice. 5. Force Majeure The Supplier shall not be liable for any loss or damage including consequential loss from the failure wholly of in part to fulfil the terms of the contract by reason of any circumstances falling within the term "force majeure", including without prejudice to the generality of the term, strike, lock-out, trade dispute, fire, drought, flood, weather, interruption of transport, restriction by Government or other competent authority, destruction or damaging of premises, plant or machinery failure, or shortage of power supplies, inability to obtain adequate supplies or facilities of any kind or adequate alternatives. 6. Entire agreement The Suppliers terms and conditions ("conditions") are set out below to the exclusion of all other conditions. No additions to or variations of these conditions will bind the Supplier unless it is specifically agreed in writing and signed by an authorised signatory of the supplier. No agent or person employed by or under contract with the Supplier has authority to alter or vary in any way these conditions except as stated above. Of these conditions so varied then subject to the express terms of such variation these conditions shall continue to apply mutatis mutandis as if such variation were incorporated herein. If any document placing an order on the supplier includes or refers to other conditions of contract then no account shall be taken of such other conditions. 7. Settlement and Disputes Any disputes of a technical nature arising during the performance of the contract should follow a process of complaint and escalation. The initial complaint should be raised, within 7 days, with the technical personnel directly responsible for the Clients support. If no satisfactory remedy can be achieved the complaint should be escalated to the Clients assigned contract manager. If no resolution can be achieved at this level the complaint should be taken to the board level sponsor. Any dispute of a technical nature, where the parties are unable to reach an agreement at board level, shall be referred for determination by an expert witness as an adjudicator who shall act as an expert not an arbitrator; appointed by agreement of the parties. Adjudication reached by the expert witness shall be final and binding on the parties. 8. Jurisdiction If any legislation is compulsorily applicable to any business undertaken, these conditions shall as regards such business be read as subject legislation and nothing in these conditions shall be construed as a surrender by the Supplier of any rights or immunities or as an increase of any of its responsibilities or liabilities under such legislation or if part of these conditions be repugnant to any extant such part shall as regards such business be void to that extent but no further. All agreements between the Supplier and its Client shall be construed and governed by the Law of England and be subject to the exclusive jurisdiction of the English Courts. 9. Offers and Quotations All offers and quotations by the Supplier are given on the basis of prompt acceptance by the customer and shall only remain open for acceptance for a period of 30 days unless revoked, withdrawn or verified by the supplier prior to such acceptance. There is no charge for a quotation, which is accepted, but the supplier reserves the right to make a charge where it has been in consultancy work and the quotation is not accepted. In the case of other than United Kingdom orders no order shall be binding unless confirmed by the Supplier on its acknowledgement of order form. 10. Access and Security The client must provide sufficient access both via electronic means (e.g. telephone dial-in) and physical access to the system and its equipment to allow the contract to be fulfilled. The Supplier shall comply with the normal access procedures determined by the client. The Client shall not hold the Supplier at fault where these access procedures hinder the normal or exceptional performance of the Suppliers obligations. 11. Staff Substitutions Whilst all reasonable efforts will be made to use the designated staff on the contract the Supplier reserves the right to replace any nominated staff if it becomes necessary or expedient so to do. 12. Additional Charges Additional charges will be made for all services performed by the Supplier, at the specific request of the Client, outside of the terms of the contract. These services, when performed on-site, will attract additional charges. 13. Health and Safety The Client shall use his best endeavours to ensure that the premises in which the Supplier's employees or contractors may have to work are safe and without risk to them. All known risks must be clearly identified and marked by the Client. Hope it helps Rodney

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As a customer I would have serious problems with this section. At my facility we will not do business with anyone that has this type of clause. When we purchase a service or piece of machinery we own the code as well.

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Ditto here, we would pass on this contractor. Can't say I've ever seen this in an actual quote from a supplier.

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3. Intellectual property rights This is quite common in this part of the world to include this clause or something similar. This is really to stop anybody from taking the code or drawings for that matter and making a copy of of what you have supplied. It also is on termination of the contract and not completion of the contract. Which the contractor may not have been paid for the contract through no fault of the supply. Rodney

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A termination clause would be covered seperately, but if a partial payment is made whatever has been completed becomes the property of the payee. Also, its very normal for the payee to hold back the final 10% of payment until all documentation has been completed and supplied to the payee. Basically, if the payee contracts for engineering services, the deliverables are all the fruits of labor; drawings , software, etc. and the contractor does not retain intellectual rights. Edited by jstolaruk

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I agree with jstolaruk on this. Even if I'm purchasing a self contained skid mounted piece of equipment, an unprotected, documented copy of the plc code is required. We are not in the skid making business, so signing a non-disclosure agreement is as far as we will go. Once the machinery is out of warranty, we may want to modify it or perhaps try to optimize it for our particular needs. Many times the vendors code is barely acceptable anyway. It's hard to trouble shoot a problem with poorly written code, if you don't at least have a documented copy. In all these cases, the plc code is a must have. If a vendor does not wish to "give up" the code, we will take a business else where. There have been a couple of cases where we had a custom VB application written, it's specified upfront that we own the source code. Just my 3 cents worth.

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This clause does not say that you are not provided with a documented copy of the software it says who is the owner of such code. These terms and conditions are what are normally attached to a proposal to a possible client that I would be dealing with for the first time. I have never had a client say they would not accept these terms and conditions. The clients I deal with all the time and have good experience I can be a lot more flexible. Rodney

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This is an excellent topic. I just read a book addressing intellectual rights of different items, and as it turns out in the U.S. the author of the software does retain intellectual rights to the software unless otherwise agreed to. This keeps the customer from selling the authors work to others, and the author can sell the same thing to another customer. I'll need to read that section again to be sure, but that's what I remember. The book also suggested it is best practice to review this issue with the customer before commencing work since most customers are not aware of this. The best solution for both parties seemed to be a non-exclusive agreement of some sort.

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