STANDARD TERMS AND CONDITIONS APPLYING TO ALL CONTRACTS UNDERTAKEN BY RAPITYPES • In placing a design consultancy, research project, prototype development, tooling or batch production contract with Rapitypes Limited the Client agrees to be bound by the following terms. In accepting an order to carry out such a contract Rapitypes Limited also agrees to be bound by these terms. • All Feasibility Studies and Proposals presented by Rapitypes Limited and containing recommendations, and forecasts are deemed to be “Confidential Information”. This includes without limitation, all and any information or data relating to Rapitypes Limited, its business or affairs, its know-how, its products, software, scientific research, customers or suppliers, whether in writing, orally, visually or by any other means and whether, without limitation, in the form of business and/or financial records, samples, prototypes, specifications, photographs, presentations, drawings or other documents, disclosed to the Client, or to a third party acting on the Clients behalf, and whether before or after the date of this Agreement. • All conclusions, recommendations, and forecasts in the Proposal and any subsequent report, letter or communication, both verbal and written, are made in good faith and on the basis of the information available to Rapitypes Limited at that time whether from the Client or information which is in the public domain and the validity thereof will depend, amongst other factors, on the effective co-operation of the Client, and the Client’s Staff. Hence, no condition, warranty or representation, express or implied, is given as to the result of performance obtained or to be obtained from the services provided by Rapitypes Limited and the Client shall be responsible for the proper adaptation of items supplied and recommendations made by Rapitypes Limited to the Client’s own circumstances. Rapitypes Limited cannot warrant that the work will be outside the scope of any patent or registered design, and will not be liable to the Client for any loss or claim which is not reasonably foreseeable as acceptance of the Proposal. • Rapitypes Limited shall not be liable for any consequential or indirect loss suffered by the Client whether this loss arises from a breach of duty in contract or tort or in any other way (including loss arising from Rapitypes Limited negligence). • In order to protect the interest of Clients, all Rapitypes Limited Staff are employed under a Service Contract which specifically forbids the unauthorised disclosure of confidential information. Rapitypes Limited will keep confidential for three years from the date of its communication all information supplied by the Client which is defined and designated as confidential at the time of its supply and the enforcement against a member of staff of the Terms of Rapitypes Limited Service Contract shall be deemed to be a full and sufficient discharge of its duties in this connection. However this confidentiality shall not extend to any information already known to Rapitypes Limited prior to its disclosure by the Client or lawfully received from a third party, or any information already existing in the public domain at the date of its disclosure. • With the exception of intellectual property owned by the Client upon commencement, title to all intellectual property arising from a design contract, including know-how, patentable solutions and inventions made directly or indirectly by officers or employees of Rapitypes Limited, will belong wholly to Rapitypes Limited. However, on completion of the contract and receipt, from the Client, of the agreed design and development fees, Rapitypes Limited will assign ownership to the Client of all such new or additional intellectual property rights which pertain to the contract. Rapitypes Limited shall however, remain free to exploit intellectual property arising therewith, which upon agreement with the client is deemed to be of peripheral value and whose exploitation outside of the contract would not limit the Clients’ full exploitation of the assigned rights. The Client agrees to vest authorship of all such new or additional intellectual property in Rapitypes Limited. • Any design, development, or engineering assignment, prototype assignment, sample, batch or production part is created, progressed, transmitted, or otherwise conducted and or delivered in the strictest confidence by Rapitypes Limited • Rapitypes Limited accepts no liability for any claims against the Client arising from the subsequent development of design proposals and/or the inappropriate use of prototypes, tooling or supplied components and or assemblies, made by it during the assignment. Rapitypes Limited accepts no liability whatsoever for any costs incurred in the subsequent development of prototype or production tools unless the construction of such tools is undertaken by Rapitypes Limited. We will however endeavour to identify where, in the opinion of its engineers, such tool development is likely to be required, and will ensure that the part design data issued to the toolmaker is material safe. • Rapitypes Limited will not be responsible for general dimensional or specification checking of CAD drawings, CAD models or any other manual or electronic data for production, which is created by the Clients’ own staff or any third party contractor. • Rapitypes Limited will use it’s best endeavours to complete the assignment within the specified time but for the avoidance of doubt Rapitypes Limited shall incur no liability to the Client in respect of any failure to complete the work or any part thereof by any date specified whether in the Proposal, verbal or written order to proceed or otherwise. • It is a condition of acceptance of the attached Proposal and of any Contract arising therefrom that the Client will not recruit or employ either directly or indirectly either full or part-time any person who is employed by Rapitypes Limited upon or in connection with the execution of this Project without Rapitypes Limited prior consent in writing either during the execution of this Project or for a period of one year from the completion thereof. • Rapitypes Limited shall submit invoices for work done or services provided either monthly or at the completion of specific phases as specified in the Proposal. Rapitypes Limited also reserves the right, at any time, to seek part stage payments for work in-progress. A contract can be terminated during or at the end of any phase. The client will make full payment for work in-progress, which is terminated prior to completion of that phase. If however, the project is terminated one week or less prior to the next phase, the client will be required to pay 30% of the fee for the next phase. All invoices are payable together with value added tax within thirty days of the invoice date. • If the Client fails to make payment as required by these Terms of Business or if the Client shall go into liquidation or has a Receiver or Administrator appointed then Rapitypes Limited shall have a right to reclaim all goods and intellectual property to which title has not been transferred, cancel any contract and discontinue any work and all sums owing at that time shall become immediately payable as a debt to Rapitypes Limited • Work done or services undertaken are subject to the above Terms and conditions and all other conditions, warranties and representations, expressed or implied, are hereby excluded, unless confirmed in writing by the Secretary of Rapitypes Limited . This Contract is governed in all respects by English Law and the Parties submit to the jurisdiction of the English Courts. • Any dispute, controversy, or claim arising out of or relating to this transaction which cannot be settled amicably shall be referred to the arbitration of a person to be mutually agreed upon or failing agreement within fourteen days or receipt of such notice of some person appointed by the President of the Law Society for the time being. The submission shall be deemed to be a submission to arbitration within the meaning of the Arbitration Acts 1950 or any statutory modification or re-enactment thereof. • The Parties hereby agree that if any part of these Conditions be found to be unreasonable, invalid or unlawful under any enactment or rule of law pertaining thereto the Arbitrator, Court or other competent Tribunal shall have the power to strike out, over-ride or amend that part and enforce these Conditions as if the unreasonable, invalid or unlawful part or parts aforesaid had originally been written in their form as so varied. Payment terms for tooling - 1/3 deposit with order, 1/3 on receipt of first off samples and the final 1/3 30 days thereafter. When the final payment is received ownership of the tools will revert to the client. Variable Payment Terms:Proforma Proforma basis or 50% deposit with order & 50% on receipt of goods (depending on project)
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