The University will use materials of reasonable quality and which are fit for their intended purpose but, subject to this, will have no liability in respect of the materials used or for their subsequent degradation.
The University shall not be liable for any loss or damage caused by subsidence, problems with the substrata, frost, inclement weather or other factors beyond the University’s control.
The University shall not be liable for any loss or damage to the extent that it arises from the Client’s failure to adhere strictly to any care and/or maintenance recommendations given by the University.
The Client shall ensure that the premises where the Services are to be carried out are in a condition suitable, in the opinion of the University, for the Services to be provided.
The Client shall ensure that the University has the necessary access at all reasonable times to enable work to proceed without hindrance.
The Client shall be responsible: for the provision of suitable scaffolding and for the appropriate certificated persons for the manoeuvring of any scaffolding. In the event that the Client is unable to provide an appropriate site person, the University will use its reasonable endeavours to ensure that a conservator will be given the necessary training. The cost of any training shall be borne by the Client and reasonable notice shall be given to allow the University to arrange training of a conservator prior to the commencement of the project.
The Client shall ensure that there is an adequate quality of lighting, access to water, electricity supplies and other service supplies. In addition the Client shall ensure that there is adequate provision of services for the workforce including but not limited to lavatories, changing rooms and security for equipment.
The University may but not unreasonable or vexatiously by notice by registered post or recorded delivery to the Client forthwith determine this contract if the Client or any person for whom it is responsible interferes with or obstructs the provision of the Services or fails to make the premises available to the University in accordance with this contract.
In these conditions these words have the following meanings:
“the Client” the individual firm University or other party with whom the University contracts;
“the University” University of Lincoln and its subsidiaries including ULEX Limited.
“the Contract” any contract under which the University provides services to the Client:
“Fee Scale” the University’s fee scale for the time being in force copies of which are available on request
“Services” the whole or any part of the services which the University is to supply;
“VAT” Value Added Tax or any other applicable sales or purchase tax duty or levy.
(a) The Contract shall be subject to these conditions to the exclusion of all others and no variation waiver or addition thereto shall be binding except as agreed by the University in writing. Any conditions in the Client’s order form or in any other document of the Client or referred to in any pre-contractual negotiations shall be of no effect and excluded and shall not in any way bind the University.
(b) In the event of any conflict or inconsistency between the terms of these conditions and the Schedule hereto the terms of the Schedule shall prevail.
Any typographical clerical or other error or omission in any sales literature, quotation, estimate, price list, offer, acceptance of offer, invoices contract or other document or information issued by the University shall be subject to correction without any liability on the part of the University.
(a) Unless previously withdrawn, quotations are open for acceptance for a period of three calendar months only from the date of issue but if, after such period, the University, at the Client’s request, agrees to supply the Services detailed in such a lapsed quotation these conditions shall apply thereto.
(b) Variations ordered by the Client and agreed by the University will be charged for in accordance with the Fee Scale.
(c) Travelling expenses and subsistence reasonably incurred by the University’s staff sub-contractors or agents on or in connection with the Contract will be charged in addition to the Contract price.
(d) Carriage of prototype equipment and of any other items will be at the Client’s Cost.
(e) The University reserves the right by giving written notice to the Client at any time before completion of the Contract to increase the Contract price to reflect any increase in the University’s costs which is due to any factor beyond the University’s control (such as, without limitation, any foreign exchange fluctuation currency regulation alteration of duties or significant increase in the costs of labour or materials) or any delay or additional costs caused by any instructions of the Client or failure of the Client to give the University adequate information or instructions.
(f) All prices quoted are exclusive of VAT unless specifically stated to the contrary and the Client shall pay all duties taxes or other government charges in respect of the Services.
(a) The University will endeavour to complete the Contract by any agreed date or within any agreed period but such dates or periods are estimates only given in good faith and the University will not be liable for any failure to complete by such dates or within such periods. Time for delivery will not be of the essence of the Contract and will also be conditional upon receipt of final instructions for performance being received promptly.
(b) If the University is delayed in or prevented from carrying out the Services due to any cause beyond the reasonable control of the University, the University may cancel or suspend the Client’s order without incurring any liability for loss or damage.
(c) The University will endeavour to comply with reasonable requests by the Client for postponement of delivery or performance but shall not be under any obligation to do so. Where delivery or performance is postponed otherwise than due to the University’s default, the Client shall pay all costs and expenses of delay.
(d) If the Client fails after having been given reasonable prior notice to attend any tests or inspections then the Client shall abide and be bound by the results thereof.
(a) Whilst the University will endeavour to maintain contact with the Client throughout the period of the Contract, no statements made by any of the University’s employees agents or sub-contractors shall be binding on the University unless and until it is confirmed in writing.
(b) Written reports will (when the University considers it to be appropriate) be submitted to the Client after completion of the contact. No verbal statement or interim report is to be relied on as representing the University’s final conclusions or recommendations.
(a) All information concerning the Contract whether supplied by the Client or not shall be regarded as confidential by the University
(b) Neither the University nor the Client may use the name of the other either directly or by inference for any purpose whatsoever without the prior written authority of the other.
(c) No information of any description concerning the Contract or any results deriving there from shall be published by either party without the prior written authority of the other the only exception to this clause being that of 14©
(a) The University may defer any performance of Services or treat the Contract as determined if the Client fails to make any payment when it becomes due or enters into any composition or arrangement with its creditors or has a winding up order made against it or has an administrative receiver or administrator appointed or becomes subject to an administration order or passes a resolution for winding up or a court makes an order to that effect or if the Client (being an individual or firm) becomes bankrupt or if the Client breaches any of these conditions
(b) Clause (a) is without prejudice to the University’s right to the full Contract price for the Services and damages for any loss suffered in consequence of the determination of the contract.
(c) Cancellation by the client will only be accepted at the University’s discretion. Acceptance of the cancellation will only bind the University if in writing and signed by an Authorised Signatory. Any costs or expenses incurred by the University up to the date of cancellation and all loss or damage resulting there from (including without limitation charges for work done up to the time of cancellation in accordance with the Fee Scale) will be paid by the Client to the University forthwith.
(a) Invoices are payable immediately upon presentation
(b) Invoices for work being carried out in stages are payable before the next stage commences.
(c) Time for payment will be of the essence of the Contract.
(d) Without prejudice to any other rights of the University, interest will be payable on all accounts which are overdue for more than thirty days at four per cent above HSBC Bank Plc base rate from time to time calculated from the due date for payment until the date of actual payment.
(e) Unless otherwise agreed by the University in writing, invoices shall be rendered at the University’s discretion either on completion of the Services, or at intervals during the performance of the Services.
(f) Non payment on a due date will entitle the University to demand payment of all outstanding balances whether due or not and/or cancel all outstanding Contracts without prejudice to any other rights it may have.
(g) Without prejudice to any other rights it may have the University will have the right to suspend performance of its obligations if it reasonably believes that the Client will not make payment in accordance with this clause.
(a) Save as otherwise provided in these conditions the University’s liability in respect of any default in work done (which expression shall without prejudice to its generality include all design and testing work) is limited to carrying out again any Services which it has failed to perform properly in accordance with the Contract. For the avoidance of doubt it is agreed that computer software supplied by the University shall not be considered defective if it complies with the functional specification detailed in the University’s documentation relating to such software.
(b) The University’s liability for any direct loss or damage sustained by the Client as a result of any error in information which has formed a representation or is part of the Contract will not exceed the price for the Services in respect of which the information is incorrect.
(c) The University will only be liable to the Client in respect of the matters set out in sub- clauses (a) and (b) of this clause provided that the Client informs the University of default as soon as it is reasonably practicable and in any event within three months of the completion of the Services.
(d) Save as provided in these conditions the University shall have no other or further liability in respect of any direct or consequential loss or damage sustained by the Client arising from or in connection with any such defect default or error as aforesaid.
(e) Subject as expressly provided in these conditions all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
(f) The University will indemnify the Client in respect of any direct damage to property caused in the performance of the Services by the negligence of the University or the negligence or willful default of its servants sub-contractors or agents provided that the University’s liability hereunder shall not exceed the sum of £3,000,000 (3 Million GBP) in respect of any event or connected series of events and in aggregate
(d) Except in respect of death or personal injury and save as expressly provided in these conditions the University shall not be liable to the Client for any damage or for indirect or consequential loss incurred by the Client in consequence of any negligence on the part of the University or negligence or willful default on the part of its servants agents or sub- contractors nor in connection with the carrying out of any Services or in the preparation or provision of any information or advice.
The University reserves the right to sub-contract the performance of the whole or part of any Services, required under the Contract.
(a) The Client warrants that it will at all times provide a safe environment for the University’s employees agents or sub-contractors and will comply with all statutory or other regulations and codes of practice in connection therewith and will indemnify the University in respect of any loss incurred by the University due to the Client’s breach of this warranty.
(b) All work on samples provided by the Client is undertaken on the express condition that such samples shall not present either on their own or when handled in a manner requested by the Client, any hazardous situation. In particular the Client shall inform the University of any suspected hazard including but not limited to those of a radioactive explosive toxic carcinogenic biological or other nature. If such hazards are identified during the course of the Services the University reserves the right to cancel the Contract forthwith. Any costs or expenses incurred by the University up to the date of cancellation and all loss or damage resulting there from (including without limitation charges for work done up to the time of elation in accordance with the Fee Scale) shall be charged to the Client.
(c) In the case of damage or injury resulting from hazardous substances not identified by the Client the Client will indemnify the University for any loss damage claim or expense it may incur as a result of such damage or injury.
If Services are carried out to a specification instruction or design supplied by the Client or any third party on the Client’s behalf then:
(a) The suitability and accuracy of that specification instruction or design will be the Client’s sole responsibility, and
(b) The Client will indemnify the University against any infringement of any patent design right, registered design, trade mark, trade name, copyright or other intellectual property rights and any loss damage or expense which it may incur decays: of such infringement or alleged infringement in any country.
(a) No Services will be performed by the University which to the University’s knowledge will infringe the intellectual property rights of any third party but no warranty express or implied is given as to the existence or otherwise of any such rights.
(b) All documents, designs, drawings, software, prototypes, mock-ups, experimental equipment and inventions made or produced by the University, its subcontractor or agents (together with all intellectual property rights therein) shall vest in and remain the property of the University (unless otherwise agreed in writing) and must not be copied, loaned, transferred or dealt with in any way without the prior written consent of the University.
(c) The Client may re-publish the results of the Service (in part or in whole) only when using it for its contracted purpose or Client marketing or public relations publicity if the Client has provided prior notice to the University of its intended use of the results and the Client shall give due recognition of the origin of the results and credit the University and Lincoln Conservation in such publication(s).
(d) Subject to sub-clause (e) unless otherwise agreed in writing all copyright, design rights registered designs, trademarks trade names, know how, patents and other intellectual property rights originated by the University or its agents or sub-contractors and whether made to the Client’s specification or not are the property of and shall remain vested in the University, its agents or sub-contractors (as the case maybe).
(e) Property in any computer software supplied by the University to the Client and all intellectual property rights therein shall at all times remain vested in the University or its licensors and will merely be licensed to the Client upon the terms specified by the University.
These conditions and the Contract are governed by English law and the parties agree to submit to the jurisdiction of the English courts in the event of any dispute.