Payment-Terms-and-conditions.doc

Terms and Conditions The prices of the goods or the services that have been purchased. The mode of payment for the goods or services purchased. Details and feature specifications of the goods or services. The details about the delivery of the goods or services. The responsibilities of the customer according to the deal. The responsibilities of the supplier according to the deal. There is a certain limit on the liabilities of the supplier, in case of any problem. The details regarding the schedule of the proposal. In case the deal is between a business and a client (B2C), then there will be a clause regarding cancellation of the purchase order and refund of money. In case of a deal between two business parties (B2B), there will be clauses regarding alterations, warranty, compensation, intellectual property rights and termination of the deal.Terms and Conditions SampleWhile the main points that should be included in a terms and conditions document are given above, every business will have a different set of terms and conditions depending on what they deal in. This will be clear from the numerous terms and conditions examples that are available online. Given below is one such terms and conditions sample that you can refer to.Terms and Conditions for Biz Sample SolutionsDefinition Seller refers to the party to whom the order for purchase has been given. Client refers to the person or organization placing the order. Goods or services refers to the product for which the seller has placed an order with the client.Application The terms and conditions are valid for any goods or services provided by the Seller to the Client.Pricing The pricing, quantity of goods and time of delivery mentioned in the articles are not binding on the Seller, but the Seller will make all efforts to fulfill the stated estimates.Payment All invoices of the Seller shall be paid by the Client within fifteen (15) days of the date of invoice unless otherwise agreed in writing by the Seller. In the event of late payment, the Seller may charge interest on the amount outstanding before and after judgement. Alternatively, for invoices unpaid 30 days after the due date, the Seller may impose a surcharge equal to 2.5% of the outstanding amount. If any amount of the invoice is disputed by the Client, the Client shall inform the Seller of the grounds for such dispute within seven days of delivery of the goods and shall pay to the Seller the value of the invoice less the disputed amount in accordance with these payment terms. Where the Seller requires payment of a deposit, the Client acknowledges that the deposit is not returnable. All fees are exclusive of value added taxes which will be added to invoices where appropriate. The Seller reserves the right to increase a quoted fee in the event that the client requests a variation to the work agreed.Delivery Delivery by the Seller will be deemed to have taken place when the materials are handed to the custody of the Client at his premises or to a deputed messenger or courier when posted. The Seller will be entitled to charge the Client for any expenses of delivery other than normal postage charges. If an order is, at the Clients request, sent electronically, the time recorded on the sending equipment shall be deemed the time of delivery, system delays notwithstanding. (nb - electronic dispatch can be provided only on request and at the Clients risk. The Seller reserves the right to substitute conventional delivery methods without notice or penalty should electronic despatch prove inconvenient.)Cancellation In view of the nature of the service, any order - once confirmed by the Company - is not cancellable. Cancellation of the Order by the Client will only be accepted on condition that any costs, charges and expenses already incurred, including any charges that will be levied by the list-owner on account of his expenses, work or cancellation conditions will be reimbursed to the Company forthwith.Notice All written notices to be served on or given to the client shall be sent or delivered to the clients principle place of business and shall be treated as having been given upon receipt.Loss or Damage to Goods The Company will take all reasonable steps to ensure the protection from loss, damage or destruction of the services or materials it supplies to the Client (or which may be received from the Client).Usage of Goods or Services Unless agreed and indicated in writing by the Company, the Client (and their clients) shall be entitled to use the services and materials provided (i.e. the samples) only for the purpose of conducting market research to be carried out in conformity with the recognized ESOMAR/MRS Code of Conduct of the market research industry. The Client shall not otherwise be entitled to store, pass on (whether to his/her client or other person) or use these services and materials. The Client shall bear responsibility for ensuring that all usage of information contained within any samples is in accordance with and does not contravene any Data Protection or other laws, regulations or other trade customs and practices. The Company bears no liability for any omissions or faults in these respects.Confidentiality Both parties shall maintain strict confidence and shall not disclose to any third party any information or material relating to the other or the others business which comes into that partys possession and shall not use such information and material. This provision shall not, however, apply to information or material which is or becomes public knowledge other than by breach by a party of this clause.Employment of Personnel Subject to the prior written consent of the Company the Client shall not induce to employ, whether as an employee, agent, partner or consultant, any employee of the Company directly associated with delivery of the Goods.Warranty The Company warrants that it has the right to provide the Goods but otherwise the Goods are provided on an as-is basis without warranty of any kind, express or implied, oral or written including, without limitation, the implied conditions of merchantable quality, fitness for purpose and description, all of which are specifically and unreservedly excluded. In particular, but without limitation, no warranty is given that the Goods are suitable for the purposes intended by the Client. The Company warrants that the Goods will be supplied using reasonable care and skill. The Company does not warrant that the Goods supplied are error-free, accurate or complete. Both parties warrant that they are registered under the Data Protection Act in respect of the collection, processing and use of the Goods. Each party will comply with the Act including but not limited to its obligations in respect of any personal data which it may supply to or receive from the other party.Limitation of Liability The Company shall not be liable for any claim arising out of the performance, non-performance, delay in delivery of or defect in the Goods nor for any special, indirect, economic or consequential loss or damage howsoever arising or howsoever caused (including loss of profit or loss of revenue) whether from negligence or otherwise in connection with the supply, functioning or use of the Goods. Any liability of the Company shall in any event be limited to the license fees paid by the Client in the year in which the event of default arises. Nothing herein shall limit either partys liability for death or personal injury arising from the proven negligence by itself or its employees or agents. The Client shall fully indemnify the Company against any liability to third parties arising out of the Clients use of the Goods.Payment Terms & ConditionsMODIFICATIONS.This order may only be accepted on the exact terms and conditions set forth herein. None of the terms and conditions contained in this order may be added to, modified, superseded or otherwise altered except by written instructions signed by an authorized representative of Buyer and delivered by Buyer to Seller, and each shipment received by Buyer from Seller shall be deemed to be only upon the terms and conditions contained in this order, notwithstanding any terms and conditions that may be contained in any acknowledgement, invoice or other form of Seller and notwithstanding Buyers act of accepting or paying for any shipment or any similar act of Buyer.PACKING AND CARTAGE.No charges for packing, boxing and crating, cartage or storage will be allowed except as stated herein.PAYMENT.All prompt payment discount periods will date from the receipt of the goods, or the date of invoice, whichever is later. C.O.D. shipments will not be accepted. Shipments delivered in whole or in part prior to scheduled delivery dates shall, unless previously authorized in writing, be treated as being received on the date requested and all prompt payment discounts shall be determined in reference to said date.PATENTS.Seller warrants the goods purchased hereunder do not infringe any letters patent granted by the United States and covenants and agrees to indemnify and hold harmless Buyer and its officers, employees, agents, representative, successors, assigns, affiliated corporations, and the customers of any of them of and from any loss or liability of any nature or kind whatsoever arising out of, or related to, the infringement or alleged infringement of any patent on account of the manufacture, sale, use or possession of any goods or services provided by Seller hereunder, except in cases where compliance by Seller with specifications prescribed by and originating with Buyer constitutes the sole basis of the infringement or alleged infringement.EXCESS GOODS.Except for customary quantity variations recognized by trade practice, goods in excess of those specified will not be accepted, and such goods will be held at Sellers risk. Buyer may, and at Sellers discretion shall, return such goods at Sellers risk, and all transportation charges, both to and from the original destination for such goods shall be paid by Seller.SHIPPING AND ROUTING.A packing list must accompany each shipment and include a description of the goods shipped and the quantity of goods shipped. Buyers count of goods shall be accepted as final on all shipments. Goods covered by this purchase order shall be prepared for shipment in accordance with packing requirements of Consolidated Freight Classification, National Motor Freight Classification, or in tariffs of applicable governmental agencies naming applicable rate on date of shipment. Seller agrees to assume excess transportation costs and all risk of loss and/or damage to the goods occurring because of improper packing. Seller shall observe Buyers specific shipping and routing instructions as noted on the face hereof, or as otherwise requested by Buyer, and Seller agrees to assume all excess transportation costs and risk of loss and/or damage to the goods which may occur because of Sellers failure to observe such shipping and/or routing instructions. If shipment by air becomes necessary in order for Seller to deliver the goods by the time specified herein, Seller shall pay all air freight charges except if shipment is F.O.B. place of shipment, Seller shall pay to Buyer, on demand, the difference between the air freight charges and the charges for the mode of shipment which would have been used by Seller had shipment by air freight not been necessary to meet the delivery schedule provided for herein.DELIVERIES AND CANCELLATIONS.Buyer reserves the right to cancel all or any part of the undelivered portion of this order if Seller does not make deliveries as specified herein, time being of the essence of this contract, or if Seller breaches any of the terms hereof including, without limitation the warranties of the Seller.INSPECTION AND ACCEPTANCE.All goods shall be received subject to Buyers right to inspection and rejection. Inspection and test of the goods by Buyer may, at Buyers option, be made at Sellers plant and/or the point of destination. Defective goods or goods not in accordance with Buyers specifications will be held for Sellers instruction at Sellers risk and if Seller so directs, will be returned at Sellers expense and risk. If inspection discloses that part of the goods received are not in accordance with Buyers specifications, Buyer shall have the right to cancel any unshipped portion of the order. Payment for goods on this order prior to inspection shall not constitute acceptance thereof, and is without prejudice to any and all claims that Buyer may have against Seller. Acceptance of the goods by Buyer shall not relieve Seller from any of its obligations and warranties hereunder.QUALITY.Seller expressly warrants that all the goods, material and work covered by this order will conform to the specifications, drawings, samples or other description furnished or adopted by the Buyer, and will be of good material and workmanship, and free from defects, and if the articles are not ordered to Buyers specifications, Seller further warrants that they will be merchantable and fit and sufficient for the purpose intended. Such warranties shall survive delivery and shall not be deemed waived either by reason of Buyers acceptance of said goods or by payment for them.ITEMS FURNISHED BY BUYER.All patterns, dies, molds, fixtures, machinery, equipment, patterns, drawings, specifications and samples furnished to Seller by Buyer, or specifically paid for by Buyer shall be the property of Buyer and, upon completion of this order, shall be returned to Buyer. Such items shall be used only in filling Buyers orders, shall be held by Seller at its risk, and unless otherwise agreed, shall be insured by Seller at its sole expense, for the reasonable value thereof against loss or damage of any kind.RESTRICTION ON INFORMATION.This order is confidential between Buyer and Seller, and it is agreed by Seller that none of the details connected herewith shall be published or disclosed to any third party without Buyers prior written permission, unless such disclosure is reasonably necessary to the performance by Buyer of said order. Seller agrees not to make use of any data, designs, drawings, specifications, samples or other information furnished to it by Buyer, except as may be reasonably necessary for the performance of this contract, and Seller further agrees not to disclose any of such data, designs, drawings, specifications, samples, or other information to third persons except as may be reasonably necessary for the performance of this contract, and then only under restrictions against use and disclosure such as those here imposed upon Seller. Upon completion, cancellation or other termination of this contract, Seller shall return to Buyer on demand, all such data, designs, drawings, specifications and other information including all copies made by Seller.COMPLIANCE WITH LAW.Seller shall comply with all applicable federal, state and local laws, ordinances, rules and regulations, including but not limited to, the Occupational Safety and Health Act of 1970. Seller agrees to indemnify and hold harmless Buyer, its officers, employees, agents, representatives, successors, a