Pax Designs (Spot-on-Solutions)
Terms and Conditions
revision history
Terms as from 27th October 2004.
Minor revisions: 1 January 2005.
Document revisions, no change in terms: 3 April 2005.
Document clarifications, no change in terms: 6 April 2005
Amendment to cover prototype materials; superfluous legal jargon removed: 15 August 2005
Amendment to cover difficulty of destroying unsolicited confidential information: 29 August 2005
Addition to prohibit withholding payment pending tests: 31 October 2005
Addition to cover surplus materials: 31 October 2005
Cheque payee note added : 10 November 2005 and amended 13 April 2007
Insignificant punctuation corrections, superfluous word ("Important") from payee clause, confidential material clarified: 14 Dec
2005
Note re. "Second and subsequent prototypes": 31 Dec 2005
Clarification:” whether the customer is able to utilise the work himself “: 15 May 2006
Separation of fixed fee from payment by time: 13 April 2007
Addition of "Pax Designs trades as ... " 13 April 2007
Order of clauses under "Payment" altered for clarity 13 April 2007
"if the supplier has to cancel" 13 April 2007
"or in advance" added 13 April 2007
Formatted 13 April 2007
Note on stolen information and break-away customers added 11 May 2007
General
The following terms and conditions apply to all supplies, consultancy and design work, herein referred to as "work" provided by Derek Potter,
t/a Pax Designs (www.spot-on-solutions.co.uk), referred to herein as "the supplier", to a second party, referred to herein as "the customer".
Pax Designs trades as a supplier and consultancy, not as contractor.
All the following may be superseded by agreement between the supplier and the customer.
Payment
Prices are fixed for the duration of the work.
Quotations are valid for six weeks.
Quotations may be broken down into sections to be invoiced separately when substantially completed.
New customers are required to pay 50% of the first section of any fixed quote fee in advance. Cheques must be made to "Pax Designs".
Owing to the unpredictable nature of development work, invoices will be issued when the work (either all or any section) is substantially completed
even if there are minor matters that have been postponed.
The customer will be charged for any expenses incurred beyond those included in any quotation. The supplier will inform the customer of any major
expenses before incurring them.
Unless otherwise stated or implied by the supplier’s quotation or the customer’s request, design work quoted for will include the required design
work, supply of one demonstration prototype (materials etc, will be charged at cost), and one round of corrections within the agreed specification.
Fees will be payable provided the work conforms substantially to the customer's specification or purchase order as accepted by the supplier.
Payment may not be withheld pending testing by the customer (standard payment terms provide ample time to discover any non-conformance
issues).
Assembly of second and subsequent issue "prototypes" are not included. Changes of specification required by the customer will be charged for
afresh.
If progress is delayed by the customer, the customer will be invoiced as if the work had continued.
Payment is due at the end of the month following invoice. Interest will be chargeable at 5% per month or part of a month overdue. Late payment
may also result in withdrawal of these payment terms, so that payment is due within 10 working days of invoice or in advance.
Surplus low-value materials will be retained by the supplier. Surplus high-value components will be reserved, at the supplier's discretion, for use in
subsequent work at no cost or for return to the customer on request.
Pax Designs (Spot-on-Solutions)
Terms and Conditions (cont)
Payment according to time spent
Occasionally a fee for consultancy or open-ended work will be agreed on the basis of time spent rather than deliverables. An agreed target
specification shall not be construed as a guaranteed undertaking by the supplier to meet said target. Failure of the customer to utilise such work
shall not comprise grounds for non-payment.
Agreement to calculate fees according to time spent does not indicate agreement to any other contractor-like terms.
Warranty
Goods, other than prototypes, have a three month warranty unless otherwise agreed.
Contracts
A supply contract shall be deemed to have been made only after the supplier's acceptance of a purchase order from the customer.
The supplier may cancel the supply contract if it proves to be grossly unrealistic to complete through reasons that were not clear at the
commencement. If the customer was responsible for the reason for cancellation, the customer will be deemed to have cancelled the contract.
If the customer cancels, the full fees for work already performed, for goods in production and for unused stock will be chargeable.
Otherwise, if the supplier has to cancel, no subsequent fees will be charged.
All goods and work remain the property of the supplier until paid for in full. The supplier will then ensure that the customer receives appropriate
documentation, adequate for use by a competent engineer, subject to any intellectual property considerations.
Upon such payment, the customer shall have exclusive rights in work for the purpose for which it was supplied and for all reasonable extensions
thereof. However, the customer must not exploit said work in unrelated applications without permission from the supplier. If freedom to exploit said
work without restriction is required, whether exclusively or otherwise, terms must be negotiated separately.
Conformity of goods and work to required standards is the responsibility of the customer.
Liability
No liability is accepted for any losses, damage or harm arising from the supply of work or from failure to supply. Quotations and work are offered in
good faith, but the customer acknowledges that electronics R&D is not predictable and may take longer than expected. It is the customer’s
responsibility to provide contingency plans to protect his/her interests in the event of delays or failures.
No designs shall be used in life support or safety critical applications without written approval.
Confidentiality
Confidential commercial and technical information divulged by the customer will be kept confidential by the supplier. Known electronic copies will be
securely deleted and printed material will be returned to the customer on request. Every effort will be made to destroy printed copies not so
returned. (The supplier has created some detailed notes on security which are available at http://www.spot-on-solutions.co.uk/security.shtml).
The customer is required to keep confidential all confidential information divulged by the supplier if the supplier so requests.
The supplier is not under obligation to avoid similar projects with other customers, only to avoid using the customer’s confidential information
without permission.
In order to pre-empt any misunderstandings over similar confidential information belonging to different customers, the customer may be asked to
provide a written statement that they are entitled to use the information they claim as confidential.
The customer must be entitled to use any information provided to the supplier and indemnifies the supplier against all claims at law arising from the
provision of information they are not entitled to use. If such an event is discovered, any contract with the customer may be deemed void at the sole
discretion of the supplier. In this event the customer shall immediately pay the full fees for the stages of the project already commenced, without
entitlement to any deliverables that depend directly or indirectly on said information nor any further deliverables of any kind. For the purposes of
these terms, the customer shall be deemed to have broken the contract. Customers setting up in competion with previous employers or colleagues
should take particular note of this condition.
Law
If the customer's standard terms of trading are at variance with these, these shall take precedence.
These terms and conditions are to be interpreted under English Law.