BUSINESS-TO-BUSINESS TERMS AND CONDITIONS OF SALE
The following terms and conditions (“the Conditions”) are the terms on which Pinnacle Wellbeing Services (“the Company”) sells to other businesses and supersede all other terms and conditions used by the Company.
1. Orders, price and payment
1.1 No contract shall come into existence until the Company confirms the statement of works (“SOW”) in writing and the SOW has been signed by the Company and the Buyer.
1.2 The price (exclusive of UK VAT) for Service Provision (“the Price”) shall be the quoted price of the Company and payment of the Price shall be made by the Buyer 50% proforma to accommodate the sessional staff and delivery and the remaining 50% paid within 30 days of the date (“the Due Date”) of the invoice for the Services delivered and time for payment shall be of the essence.
1.3 If the Price is not paid by the Due Date the Buyer will be liable to an additional payment of reasonable liquidated damages. Interest shall accrue both before and after any court judgment on the unpaid portion of the Price at the rate of (8%) eight per cent above the base rate from time to time of Barclays business bank rates.
1.4 Any overdue invoices will occur an additional charge of 1.5% per day up to a maximum of 30 days and 3% per day thereafter. Failure to pay an overdue amount within 60 days will result in court proceedings being activated and unpaid penalty fees rising to 8% as outlined in point 1.3.
1.5 Any cancellation of any order by the Buyer must be in writing; and agreed as cancelled also in writing by the Company. In case of any cancellation, the Buyer may be released from its obligations under the contract after payment of a sum for reasonable liquidated damages.
The description and quantity of Services sold (“Service Provision”) shall be as set out in the Statement of Works (“SOW”) by the Company to the Buyer. Any amendments to the SOW must be made in writing to the Business Development Manager and/or CEO within a minimum of five working days (5 days) prior to commencement of service delivery.
6. Limitation of liability
6.1 In respect of personal injury or death due to any negligence, the Company shall not be liable to the Buyer in respect of any loss suffered by the Buyer due to any Service Provision not carried out.
6.2 Without prejudice to Condition 6.1 the Company shall not be liable to the Buyer or any third party for any loss of profit, consequential or other economic loss suffered by the Buyer arising in any way from this Agreement.
7. Set off and counterclaim
The buyer may not withhold payment of any invoice or other amount due to the Company by reason of any right of set-off or counterclaim which the buyer may have or allege to have or for any reason whatsoever.
8. Force majeure
The Company shall not be liable for any service stoppages due to any circumstance beyond the reasonable control of the Company including, but not limited to, Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire, flood, earthquake, global pandemics or shortage of supply.
9.1 If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
9.2 The Company may without the consent of the Buyer sub-licence its rights or obligations or any part of these Conditions.
9.3 The headings in these Conditions are for ease of reference only and shall not affect the interpretation of any of the Conditions.
Notwithstanding any other provision of this agreement, nothing herein shall confer or is intended to confer a benefit on any third party for the purpose of the Contract (Rights of Third Parties) Act 1999 or for any other purpose.
11. Entire agreement
Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this Agreement and that its only remedies shall be for breach of contract.
12. Governing law and jurisdiction
The laws of England and Wales shall govern this Agreement and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.