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GENERAL TERMS AND CONDITIONS AKTRION BENELUX BV BE0763.313.091 AKTRION AUTOMOTIVE SERVICES BV BE1009.425.055 , AKTRION LOGISTICS & COMPOUND SERVICES BV BE1009.425.253, AKTRION PRODUCTION &INSPECTION SERVICES BV BE1009.428.223 -VERSION APRIL 2024
Article 1. Definitions.
1.1 In these Terms and Conditions, the following definitions shall apply:
- Aktrion: the company that will provide Services to the Client under a contract to be concluded. Depending on the nature of the Services to be provided by Aktrion, it concerns one of the following entities: Aktrion Benelux bv with registered office in Sint-Niklaas, Hoge Heerweg 32 and with company number 0763.313.09 or a company affiliated to Aktrion within the meaning of Section 1:20 of the Companies and Associations Code, being: Aktrion Automotive Services bv with company number BE1009.425.055 , Aktrion Logistics & Compound Services bv with company number BE1009.425.253, Aktrion Production &Inspection Services bv with company number BE1009.428.223.
- Client: the company ordering Services from Aktrion.
- Party(ies): Aktrion and/or the Client.
- Services: The Services offered by Aktrion either at its branches or on site at Client including inspection Services of quality and damage to Client's Goods, remarketing and repair of Client's Goods, recycling work on Goods, temporary storage of Goods at Aktrion within the framework of Services to be performed by Aktrion with the exception of pure storage of Goods . Specific Services to be provided to the Client are the subject of the Special Terms and Conditions.
- Goods: Goods that Client entrusts to Aktrion for the purpose of performing Services in relation thereto.
- The Special Terms and Conditions: these are the specific conditions included in the offers and agreements with Aktrion specifying the Services, place of performance, prices and the like. The Special Terms and Conditions take precedence over these General Terms and Conditions.
1.2 Definitions expressed in the plural include their singular and vice versa.
Article 2. Announcement-Notification-Applicability of the General Conditions.
2.1 These General Terms and Conditions apply to all offers, quotations, orders, order confirmations and agreements between the Parties concerning the delivery of Services by Aktrion to the Client. Therefore, these General Terms and Conditions are part of the contractual relationship between the Parties.
2.2 These General Terms and Conditions are delivered to the Client digitally and/or printed along with Aktrion's offer. These General Terms and Conditions can also be consulted on Aktrion's website (www.aktrion.com).
2.3 By placing an order with Aktrion or entering into an agreement with Aktrion, Client accepts the content and application of these General Terms and Conditions.
2.4 General terms and conditions, under any denomination, of the Client that deviate from these General Terms and Conditions are not applicable and not opposable to Aktrion, except in case Aktrion has expressly accepted them in writing prior to any contract conclusion with the Client.
2.5 If any provision of these General Terms and Conditions is voided or proves to be void or otherwise unenforceable, the legally valid part thereof, if any, shall remain valid and shall not affect the validity and enforceability of the remaining provisions of these General Terms and Conditions. In such case, the Parties undertake to do everything possible to replace the voided, void or unenforceable part with a provision that reflects the intentions of that original provision to the maximum extent permitted by law.
2.6 If these General Terms and Conditions are also drawn up in a language other than Dutch, the Dutch text shall always prevail.
Article 3. Conclusion of Agreement.
3.1 Aktrion's offers determine the Special Terms and Conditions and specify the Services, their place and manner of performance. Unless otherwise stipulated in the Special Terms and Conditions, the offer binds Aktrion for 15 calendar days starting from the date of issue of the offer. The offer is limited to the Services described therein.
3.2 The agreement is concluded the moment the Client has accepted Aktrion's offer, which, if applicable, is further confirmed by Aktrion by way of order confirmation. Aktrion may, however, waive such order confirmation without prejudice to the application of these General Terms and Conditions.
Article 4. Price.
4.1 Unless otherwise stipulated in the Special Terms and Conditions, the quoted prices of Services in the offers are exclusive of VAT and other government levies.
4.2 Unless otherwise stipulated in the Special Terms and Conditions, the stated prices of the Services do not include any other costs associated with the agreement with Client, such as, for example, travel costs, parking costs, storage costs and the like.
4.3 Aktrion is entitled to adjust its prices at any time. Such price adjustments do not affect offers whose validity period has not expired and ongoing agreements with the Client.
4.4 However, Aktrion may revise the price of its Services included in current offers and existing agreements with Client, based on an increase in parameters that represent a real cost in the price (such as but not limited to the price of raw materials, cost of materials, utilities, labour costs, etc.). Consequently, the portion of the price representing the aforementioned costs will be increased by the same percentage, amounting to a maximum of eighty percent (80%) of the previously quoted price.
Article 5. Commitments Aktrion.
5.1 Provision of Services.
Aktrion performs the agreed Services to the best of its knowledge, in a prudent and qualitative manner in accordance with a normally prudent company in the same sector.
Unless otherwise stipulated in the Special Terms and Conditions, Aktrion's commitments are to be qualified as best effort commitments and not result commitments.
Aktrion is entitled to rely on third parties (subcontractors or temporary employees) for the performance of the Services.
5.2 Execution time.
Unless otherwise stipulated in the Special Terms and Conditions, the specified execution times are indicative and not binding. In any case, any delay in the delivery of Services cannot give rise to the payment of any compensation by Aktrion to the Client, unless a repeated serious fault or intentional fault on the part of Aktrion is proven.
5.3 Place of performance Services.
Performance of Services is done in one of Aktrion's branches or on site at Client's premises. The place of execution of Services is defined in the agreement.
If the agreed Services are performed at Client's premises on site, Client shall ensure that the Services to be performed can be safely performed by Aktrion and that the place where the Services are to be provided is accessible and operationally ready for the undisturbed performance of the Services.
In case the Services on the Goods are provided at one of Aktrion's branches, Client shall respect the deadline for collection of the Goods by Client or deadline for delivery of the Goods by Aktrion to Client. In any case, all risks with respect to the Goods are transferred at the moment when the term for collection by Client or term of delivery by Aktrion has expired. At the time the risk with respect to the Goods has passed to the Client, the Client shall owe a storage fee without Aktrion performing any services (such as surveillance, among others) for the Client and Aktrion shall in no way be liable or responsible for damage and loss to the Goods, this without prejudice to Aktrion's right to claim its actual damages.
Article 6. Commitments Client.
6.1 Duty of Information to be provided by Client.
Client provides Aktrion with all necessary and useful information regarding the Goods to which the Services to be provided by Aktrion relate as well as all necessary and useful information necessary for Aktrion in order to be able to make a correct estimation of the Services for which Client wishes to engage Aktrion.
6.2 Personnel of Aktrion deployed to perform the Services.
The personnel under an employment contract with Aktrion, deployed in the performance of the agreement between Aktrion and Client, always work under the responsibility and authority of Aktrion and do not receive any binding guidelines, orders or instructions from Client (such as: authorization and justification of absences, wage and working conditions, disciplinary sanctions, and so on), except for instructions of a technical nature specific to the Services to be performed, internal training on safety and welfare, and so on.
Client undertakes not to employ Aktrion's personnel during the term of the agreement, and in the period of twelve (12) months following the termination of the agreement between Aktrion and Client. In case of any violation of this provision, Client shall owe Aktrion a compensation equal to the total annual patronage cost of the respective employee (including wages, benefits, social charges, invoices, compensations, premiums,...). Aktrion reserves the right to claim a higher compensation if the actual damage suffered resulting from the violation is higher.
6.3 Insurance Goods Client.
Client represents that it is entitled as owner or authorized representative to entrust the Goods to Aktrion for the performance of the Services.
If the Goods are temporarily located at Aktrion's premises in one of its branches for the purpose of performing Services, the Client himself is responsible for the adequate insurance of the Goods with an insurance company recognized in the E.U. against the total or partial destruction, loss and damage thereof due to reasons other than Aktrion's contractual Services. The insurance to be taken out by Client shall provide for a waiver of all recourse against Aktrion for any damage or loss of Client's Goods located at Aktrion for the performance of Services. In the absence of such waiver of recourse, Client shall be bound to fully indemnify and hold Aktrion harmless in case of claims by insurers and/or third parties brought against Aktrion. Anyhow, Aktrion as temporary custodian of the Client's Goods cannot be held liable under any circumstances for the full or partial loss or destruction of the Goods unless in case of serious and/or intentional fault on the part of Aktrion is proven.
Article 7. Complaints.
7.1 Client shall inspect and take delivery of the Goods and Services provided immediately upon completion of the Services.
Comments regarding the conformity of the delivered Services and visible defects must either be stated on the delivery note or, as far as visible defects that could not be determined after a short inspection are concerned, they must be reported to Aktrion by email with proof of receipt within a period of two (2) days after taking delivery of the Goods failing which Aktrion may reject any complaint as inadmissible.
7.2 Complaints on account of hidden defects within the framework of the Services provided must, under penalty of forfeiture, be reported in writing and in detail by registered letter and email to Aktrion within three (3) days of their discovery, and in any case at the latest within 12 months of completion of the Services. Subsequently, Client must bring all claims on account of hidden defects, under penalty of forfeiture, within a period of two (2) months after Aktrion has disputed the hidden defect or its liability for it.
Article 8. Termination of Agreement.
8.1 The Client is not permitted to unilaterally terminate an agreement with Aktrion without Aktrion's prior written consent. In such a case, the Client will in any case owe a lump-sum compensation equal to 25% of the price excluding VAT, without prejudice to Aktrion's right to claim compensation for all damages suffered.
8.2 Both Aktrion and Client reserve the right to dissolve the agreement without prior judicial intervention and without prior notice of default in case of bankruptcy or apparent insolvency of the other Party.
Article 9. Aktrion Liability.
9.1 Barring deviating legal provisions, Aktrion is only liable for serious and intentional faults committed within the scope of the provision of Services. Its contractual liability pursuant to the performance of Services is in any case limited to direct damage with the exclusion of consequential, indirect and/or financial damage and can never exceed the amount of the corresponding invoice issued by Aktrion to the Client. In case of negligent or faulty performance of Services, Aktrion will either reperform the Services at its own expense or compensate the damage to the Client with a maximum of the amount of the corresponding invoice.
9.2 Non-contractual damages resulting from the performance of Services by Aktrion are limited to the insured amount of physical and material damages. Aktrion undertakes to insure its civil liability at all times with an insurance company recognized within the E.U. Client may obtain an insurance certificate from Aktrion upon first request.
9.3 In any case, Aktrion cannot be held liable for any damages due to force majeure and/or as a result of events beyond Aktrion's control, including but not limited to labour disputes, blockades, weather conditions, business interruptions, transportation difficulties or other failures of third parties, epidemics and pandemics, quarantines and other government-imposed restrictions that make normal performance of an agreement with Client impossible.
Article 10. Terms of payment.
10.1 Unless otherwise agreed upon in writing, Aktrion's invoices are payable immediately at its registered office.
10.2 In the event of non-payment on the due date, the Client is liable by operation of law and without any prior notice of default to pay interest in accordance with the Law of August 2, 2002 on combating late payment in commercial transactions as well as a fixed compensation equal to 10% of the unpaid invoices with a minimum of € 100.00. In such case, all payment facilities granted to the Client also expire and all Aktrion's claims in respect of the Client, whether or not already invoiced, become immediately due and payable.
10.3 In case of non-payment or non-timely payment of the price and/or invoices, Aktrion is entitled to suspend its commitments towards the Client.
10.4 The Parties expressly agree that all Goods entrusted or to be entrusted to Aktrion by the Client in connection with the Services to be provided shall serve as pledge in payment of any claim of Aktrion vis-à-vis the Client. To this end, Aktrion is entitled to exercise its lien on all the Goods on the understanding that the risk with respect to the Goods passes to the Client.
10.5 Offsetting by Client against claims of Client against Aktrion is expressly prohibited. Aktrion is entitled to offset all claims against Client against any outstanding debts it may have, of any kind and regardless of whether these debts are certain, due or fixed. This provision and possibility are also applicable and objectionable in case of insolvency, dissolution, judicial reorganization or bankruptcy on the part of Client.
10.6 Any protest concerning the invoices of Aktrion has to be made in writing and substantiated within 8 days after the invoice date. In the absence of a complaint within this period, the Client is deemed to have accepted the invoice.
Article 11. Applicable law-competent court.
11.1 These General Terms and Conditions, the conclusion, validity, interpretation and performance or termination of the agreements between Aktrion and Client to which these General Terms and Conditions apply are subject to Belgian law.
11.2 All disputes concerning the conclusion, validity, interpretation, performance or termination of the agreement between the Parties shall be subject to the exclusive jurisdiction of the courts of the district of Antwerp, Antwerp Division.
Please contact local team for details.
Please contact local team for details.
Please contact local team for details.
Please contact local team for details.
Terms and Conditions for the Supply of Services and Goods by Aktrion (the "Conditions"), for the United Kingdom.
Please get in touch with your national account manager for more info in regards to your national terms and conditions.
1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions the following words have the following meanings:
"Aktrion" means Aktrion Manufacturing Support Services Limited (RegisteredNo: 3458202) trading as Aktrion Automotive whose registered office is at 1stFloor, 1 Hawksworth Road, Central Park, Telford TF2 9TU;
"Applicable Laws" means any applicable law, statute, bye-law, regulation, order, regulatorypolicy, guidance or industry code, rule of court or directives or requirementsof any regulator, delegated or subordinate legislation or note of anyregulator;
"Client" means the person named as such in the Order Confirmation and in these Conditions person shall be taken to mean an individual, company, corporation, firm or partnership as the case may be;
"Contract" means the contract between Aktrion and the Client for the provision ofServices and/or Goods, as set out in the Order Confirmation and these Conditions;
"Fee(s)" means the fee to be paid by the Client to Aktrion as defined underCondition 6;
"Goods" means the ancillary goods (if any) to be supplied as part of the Services(including any part or parts of them);
"Order Confirmation" means Aktrion's written Authorisation Form / Order Confirmation detailing the Services and Goods, which confirmation shall together with these Conditions form the terms of the agreement between the parties;
"Services" means the services specified in the Order Confirmation;
"Standard Fee" means the amount specified in the Order Confirmation;
1.2 In these Conditions references to a gender include every gender and reference to the singular includethe plural and vice versa as the context admits or requires.
1.3 The words and phrases "other", "including" and "in particular" shall not limit the generality of anypreceding words where a wider construction is possible.
1.4 Headings are for ease of reference only and shall not affect the construction of these Conditions.
1.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enactedfrom time to time and shall include all subordinate legislation made from time to time under thatstatute or statutory provision.
2. BASIS OF CONTRACT
2.1 The Contract will be subject to these Conditions to the exclusion of all other terms and conditionsincluding any terms or conditions which the Client purports to apply (under any purchase order,specification or other document whatsoever and whenever) or which are implied by trade, custom,practice or course of dealing.
2.2 Any variation of these Conditions and any representations about the Services or Goods shall haveno effect unless expressly agreed in writing and executed by Aktrion.
2.3 Each order for Services and/or Goods by the Client from Aktrion ("Order") shall be deemed to be anoffer by the Client to purchase Services and Goods subject exclusively to these Conditions.
2.4 No Order placed by the Client shall be deemed to be accepted by Aktrion until the earlier of Aktrionissuing an Order Confirmation or providing the Services and/or Goods. Any Order shall be acceptedentirely at the discretion of Aktrion.
2.5 It is the Client's obligation to ensure that the details in the Order and in any Order Confirmation arecomplete and accurate.
2.6 Any quotation or estimate made by Aktrion is given subject to these Conditions and such quotationor estimate shall not constitute an offer. Quotations are valid for 14 days from the date of issue only
2.7 All descriptive matter, specifications and advertising issued by Aktrion and any descriptions, detailsor illustrations contained in Aktrion's catalogues, brochures or website are issued or published forthe sole purpose of giving an approximate idea of the Services and Goods described in them andthey will not form part of the Contract unless otherwise agreed in writing.
2.8 The Client can only cancel an Order (or any part of an Order) that Aktrion has already accepted, withAktrion's prior agreement in writing and provided that the Client indemnifies Aktrion in full for all costs,expenses and losses thereby incurred by Aktrion, including any set-up and mobilisation costs.
3. PROVISION OF SERVICES AND GOODS
3.1 Aktrion warrants that it shall provide the Services to the Client with reasonable skill and care and ina good and workmanlike manner, except to the extent inconsistent with any express instructions fromthe Client. Goods supplied by Aktrion will conform in all material respects with their description and(if applicable) with any specification agreed by Aktrion and included in the Order Confirmation.
3.2 Where Aktrion is available to perform the Services but is prevented from doing so by reason of a lackof relevant assistance from the Client (including lack of availability of test components or parts fromthe Client) or the condition of the premises at which the Services are to be provided or the facilitiesthereat (except where such premises are controlled by Aktrion), then provision of the relevantelement of the Services and Goods will be deemed to have been completed and the relevant elementof the Fee shall be due and payable at the time Aktrion was so available.
3.3 Aktrion shall have the right to make any changes to the Services which are necessary to comply withany applicable law or safety requirement, or which do not materially affect the nature of the Services.
3.4 Aktrion will endeavour to meet any dates and/or times quoted for delivery of the Services and Goods,however, any dates and/or times given are approximate only and the time of delivery is not of theessence of the Contract.
3.5 The Client will be deemed to have accepted the Services and Goods as being in accordance withthe Contract and shall not be entitled to reject the Services or Goods or hold Aktrion liable for anydefect or failure in the Services or Goods, unless:
4. DELIVERY OF ANY GOODS SUPPLIED BY AKTRION
4.1 Delivery of the Goods shall take place when the Goods are physically delivered to the premises atwhich the Services are to be provided or when the Goods are deemed to have been deliveredpursuant to Condition
4.2. If the Client fails to take delivery of the Goods within 5 days of being notified that the Goods areready, then, except where such delay is caused by Aktrion's failure to comply with its obligationsunder the Contract in respect of the Goods:
4.3 The Goods shall be at the risk of the Client from the time of delivery.
4.4 Full legal, beneficial and equitable title to and property in the Goods shall remain vested in Aktrion(regardless of whether they have been delivered and risk has passed to the Client) until:
4.5 Until title to the Goods has passed to the Client, the Client shall:
but the Client may use the Goods in its ordinary course of business.
4.6 Until title in the Goods passes to the Client in accordance with Condition 4.4, without limitation to anyother right or remedy it may have, Aktrion may at any time require the Client to deliver up the Goodsand, if the Client fails to do so promptly, Aktrion may enter any premises of the Client or of any thirdparty where the Goods are being stored (with or without vehicles) to recover the Goods.
4.7 Aktrion shall be entitled to maintain an action against the Client for the Fee notwithstanding that legal,equitable and beneficial title to and property in the Goods has not passed to the Client.
5. THE CLIENT'S OBLIGATIONS
5.1 The Client shall pay the Fee to Aktrion in accordance with Condition 6.
5.2 The Client shall ensure that the terms of any Order are complete and accurate.
5.3 The Client shall, on request, provide Aktrion with all such information as Aktrion may require inrelation to the Contract including (without limitation):
5.4 The Client agrees to notify Aktrion of the information detailed in Conditions 5.3.1 and 5.3.2 in goodtime before the commencement of the Services and without delay during the term of the Contract.
5.5 The Client shall be responsible for ensuring that any workers/consultants providing the Servicesobtain all rights afforded to them under the Regulations, including without limitation:
5.6 The Client shall provide Aktrion (including its employees, agents and sub-contractors) with all suchassistance, information, materials and rights of access to premises, property, facilities andinformation as Aktrion may require in relation to the Contract.
5.7 Where Aktrion is to perform the Services at premises other than premises controlled by Aktrion, theClient shall procure:
5.8 Where the Client is in breach of its obligations under Condition 5.7, Aktrion shall, without prejudiceto its other rights under the Contract, be entitled on notice to the Client to immediately suspend itsperformance of the Contract including suspending provision of the Services and Goods.
5.9 The Client shall take all necessary precautions to prevent the exposure of Aktrion's employees,agents or sub-contractors to any unreasonable risk, hazard or danger.
5.10 The Client shall indemnify Aktrion in full and on demand and keep Aktrion so indemnified against allclaims, demands, actions, proceedings and all direct and indirect damages, losses, costs andexpenses (including economic loss and loss of profit and legal and other professional adviser's fees)and any consequential loss made against or incurred or suffered by Aktrion resulting directly orindirectly from:-
6. PAYMENT TERMS
6.1 The Client shall pay to Aktrion:
6.2 Aktrion shall be entitled to invoice the Client for the Services and/or Goods periodically.
6.3 Payment of the Fee is due 30 days after the earlier of the date on which provision of the Servicesand/or Goods is completed or the date on which an invoice regarding the Fee is issued.
6.4 No payment shall be deemed to have been received until Aktrion has received cleared funds.
6.5 The Client shall make all payments due under the Contract without any deduction whether by way ofset-off, withholding, counterclaim, discount, abatement or otherwise unless the Client has a validcourt order requiring an amount equal to such deduction to be paid by Aktrion to the Client.
6.6 If payments received from the Client are not stated to refer to a particular invoice, Aktrion may applysuch payment to any outstanding invoice addressed to the Client from Aktrion.
6.7 The Fee shall be exclusive of any value added tax or other similar taxes or levies. All such taxes arepayable by the Client upon receipt of a valid VAT invoice and will be applied in accordance with UKlegislation in force at the tax point date.
6.8 Aktrion reserves the right to increase the Standard Fee subject to statutory requirements, including without limitation, any equal rights under the Regulations, by giving 14 days notice of such changes.
6.9 If any sum due from the Client to Aktrion under the Contract or any other contract is not paid on orbefore the due date for payment then all sums then owing by the Client to Aktrion shall become dueand payable immediately and, without prejudice to any other right or remedy available to Aktrion,Aktrion shall be entitled to:
6.10 If, during the term of the Order, Aktrion increases its staff’s pay strictly in accordance with anymandatory changes in Applicable Laws (including, but not limited to, national minimum wage,national insurance etc.), Aktrion shall be entitled to increase the Fees to reflect any increased costsit incurs as a result.
7. WARRANTY OF QUALITY OF SERVICES AND GOODS
7.1 If the Client establishes to Aktrion's reasonable satisfaction that the Services and/or Goods have notbeen provided in accordance with the Contract and in particular Condition 3.1, then Aktrion shall atits option within a reasonable time and as an entire discharge of its liability under this warranty:
7.2 Condition 7.1 shall not apply unless the Client:
7.3 If Aktrion elects to repair, make good or re-perform the provisions of Services and Goods pursuantto Conditions 7.1.1 or 7.1.2, Aktrion shall (at its own option) do so either at the same premises as itwas originally required to provide the Services and Goods or at its own premises. The legal,equitable and beneficial title to the defective Goods which are being replaced shall (if it has vestedin the Client) re-vest in Aktrion. The Client shall make any arrangements as may be necessary todeliver up to Aktrion any defective Goods that are to be replaced or the Parts relating to the previouslyperformed Services.
7.4 Aktrion shall be under no liability under Condition 7.1 above:
7.5 These Conditions shall apply in place of all warranties, conditions, terms, representations,statements, undertakings and obligations whether expressed or implied by statute, common law,custom, usage or otherwise, all of which are excluded to the fullest extent permitted by law
7.6 This Condition 7 sets out the Client's exclusive remedy for failure by Aktrion to provide the Servicesand/or Goods in accordance with Condition 3.1.
8. EXCLUSION AND LIMITATION OF LIABILITY
8.1 Without prejudice to Condition 7.6, this Condition 8 sets out the entire liability of Aktrion in respectof:
8.2 Nothing in these Conditions shall exclude or limit Aktrion's liability for death or personal injury causedby Aktrion's negligence or for fraudulent misrepresentation.
8.3 Aktrion shall not be liable to the Client whether in contract, tort (including negligence), breach ofstatutory duty, or otherwise for any:
in each case whether or not such loss or damage was foreseen, direct, foreseeable, known orotherwise.
8.4 Subject to Conditions 8.2, 8.3, 8.5, 8.6 and 8.7, the total aggregate liability of Aktrion arising out of,or in connection with the performance, non-performance or contemplated performance of theContract shall in no event exceed an amount equal to 150% of the Fees (exclusive of VAT) paid orpayable (or which would be payable but for the event which gave rise to the liability taking place) bythe Client under the Contract.
8.5 Subject to Condition 8.2 and notwithstanding Condition 8.4, the total aggregate liability of Aktrionarising out of, or in connection with the performance, non-performance or contemplated performanceof the Contract whether shall as an absolute maximum in no event exceed £50,000.
8.6 Where there is a series of connected contracts between Aktrion and the Client relating to theprovision of services the same as or materially similar to the Services ("Related Contracts") the totalaggregate liability of Aktrion arising out of, or in connection with the performance, non-performanceor contemplated performance of the Contract shall in no event exceed an amount which, whenaggregated with Aktrion's liability under the Related Contracts, exceeds £50,000.
8.7 Subject to Condition 8.2, the total aggregate liability of Aktrion in any one year arising out of, or inconnection with the performance, non-performance or contemplated performance of this or any othercontract with the Client shall in no event exceed an amount equal to £75,000.
8.8 The Fee has been calculated on the basis that Aktrion will exclude and limit its liability as set out inthese Conditions and the Client, by placing an Order, accepts such limitation and exclusion andagrees that it will insure against or bear itself any loss for which Aktrion has excluded or limited itsliability in these Conditions and Aktrion shall have no further liability to the Client.
9. SUBCONTRACTING, ASSIGNMENT AND THIRD PARTY RIGHTS
9.1 The Client shall not be entitled to assign, charge, subcontract or transfer the Contract or any part ofit without the prior written consent of Aktrion.
9.2 Aktrion may assign, charge, subcontract or transfer the Contract or any part of it to any person.
9.3 A person who is not a party to the Contract (including without limitation any employee, officer, agent,representative or subcontractor of either party) shall not have any right to enforce any term of theContract which expressly or by implication confers a benefit on that person without the express prioragreement in writing of Aktrion and the Client.
10. FORCE MAJEURE
10.1 Aktrion shall not be in breach of the Contract or otherwise liable to the Client for any delay inperformance or non-performance of any of its obligations, where such delay or non-performance isdue to circumstances beyond its reasonable control, including acts of God, governmental actions,war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes orother labour disputes (whether or not relating to either party's workforce), or restraints or delaysaffecting carriers or inability or delay in obtaining supplied of adequate or suitable materials providedthat, if the event such circumstances continue for a continuous period of three months or more, eitherparty shall be entitled to give notice in writing to the other to terminate the Contract.
11. TERMINATION
11.1 Aktrion may, by notice in writing to the Client, (without prejudice to any other rights or remedies itmay have against the Client) immediately suspend further performance of the Contract or terminatethe Contract without liability to Aktrion if:-
11.2 The termination or suspension of the Contract shall be without prejudice to the rights and remediesof either party which may have accrued up to the date of termination or suspension.
11.3 Any provision of the Contract which expressly or by implication is intended to come into or continuein force on or after termination of the Contract shall remain in full force and effect.
12. NON-SOLICITATION
12.1 The Client agrees that for the term of the Contract and for the period of six months following expiryor termination of the Contract, it shall not without the prior written consent of Aktrion directly orindirectly:
12.2 Where the Client does, with prior written consent of Aktrion, engage a person who was employed byAktrion at any time during the period of the Contract during the six months following expiry ortermination of the Contract, the Client shall pay Aktrion a sum equal to percentage of that person'sgross annual salary (based on his/her final Aktrion wage) on the following basis: up to £19,000: 20%,up to £29,000: 25% and over £29,000: 30%.
13. TUPE
13.1 The Client will indemnify Aktrion against all demands, proceedings, damages, losses, court ortribunal awards, costs and expenses (including without limitation legal and other professionalexpenses) and including any claim for breach of contract, sex, race or disability discrimination, equal22.06.18/CP/IMS 10pay, redundancy, unfair dismissal, wrongful dismissal or failure to inform or consult pursuant to theEmployment Rights Act 1996, incurred by Aktrion and arising directly or indirectly from or inconnection with:-
14. NOTICES
14.1 All notices between the parties about this Contract must be in writing and delivered by hand or sentby pre-paid first class post or sent by e-mail / facsimile transmission:-
14.2 Notices shall be deemed to have been received:
15. GENERAL
15.1 Any intellectual property rights (including, without limitation, patents, designs, trade marks andservice marks, copyright and any applications for them and trade names existing anywhere in theworld and in each case whether registered or unregistered) arising out of or in connection with theperformance of the Contract or otherwise in the provision of the Services and Goods shall remainAktrion's property. Nothing in the Contract shall be deemed to give the Client a licence or any otherright to use any of the intellectual property rights of Aktrion.
15.2 Nothing in the Contract shall create, or be deemed to create a partnership or joint venture orrelationship of employer and employee or principal and agent between the parties.
15.3 No failure or delay by a party to exercise any right or remedy provided under the Contract or by lawshall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the furtherexercise of that or any other right or remedy. No single or partial exercise of such right or remedyshall preclude or restrict the further exercise of that or any other right or remedy.
15.4 If any court or competent authority finds that any provision of the Contract (or part of any provision)is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, bedeemed to be deleted, and the validity and enforceability of the other provisions of the Contract shallnot be affected.
15.5 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legalif some part of it were deleted, the provision shall apply with the minimum modification necessary tomake it legal, valid and enforceable.
15.6 The Contract constitutes the entire agreement between the parties and supersedes and extinguishesall previous drafts, agreements, arrangements and understandings between them, whether writtenor oral, relating to its subject matter.
15.7 Each party agrees that it shall have no remedies in respect of any representation or warranty(whether made innocently or negligently) that is not set out in the Contract. No party shall have anyclaim for innocent or negligent misrepresentation based upon any statement in the Contract.
15.8 Both Aktrion and the Client shall each keep confidential and shall not, without prior written consentof the other, disclose to any third party or otherwise make public the terms or existence of theContract, the existence or basis of any disputes or any other confidential or sensitive information ofthe other party (unless required to do so by law).
16. DISPUTE RESOLUTION
16.1 If any dispute arises between the parties in connection with or under the Contract, either party maygive to the other party written notice setting out the material particulars of the dispute. A seniorexecutive officer from each of the parties shall meet personally at such place to be agreed betweenthe parties within 10 business days of the receipt of such notice by the relevant party and endeavourto resolve the dispute through good faith negotiations within a further 10 business days.
16.2 If the dispute is not resolved through negotiations in accordance with Condition 16.1 the parties mayat their election attempt in good faith to resolve the dispute through an Alternative Dispute Resolutionprocedure as recommended to the parties by the Centre for Effective Dispute Resolution, ExchangeTower, London.
16.3 If the dispute is not resolved in accordance with Condition 16.1 and the parties cannot agree toresolve the dispute in accordance with Condition 16.2, the parties may seek to recourse to the courtsin accordance with Condition 17.
16.4 Nothing in this Condition 16 shall prevent either party from seeking interim relief from the Court.
17. LAW AND JURISDICTION
17.1 This Contract and any dispute or claim arising out of or in connection with it (including non-contractualdisputes or claims) shall be governed by and be construed in all respects in accordance with Englishlaw.
17.2 All disputes or claims arising out of or relating to this Contract shall be subject to the exclusivejurisdiction of the English courts to which the parties irrevocably submit.
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