Standard Terms and Conditions for the Supply
of Services (the “Terms”)
These Terms shall govern the provision of all Services
by ISQ to Customer. ISQ: means the Ireland String Quartet. Customer:
means any person who accepts the quotation of ISQ for the provision of
Services or whose order or request for the provision of Services is accepted
by ISQ. Date, Time, Deposit, Venue, Fee, Services: each shall mean as
detailed on the reverse of the Terms. The headings in the Terms are for
convenience only and shall not affect interpretation.
Basis of Supply - orders accepted by ISQ or ISQ
quotations accepted by Customer are accepted on the Terms to exclusion
of all other terms including any Customer purports to apply to any
order, confirmation of order, specification, request or other document
or which might otherwise have been relied upon by Customer whether
in negotiation or at any stage in dealings between the parties. Any
Contract (whether, for example, by an exchange of correspondence
or telephone) shall be subject to the Terms. In the event of inconsistency
between the Terms and any other apparent Contract term, the Terms
shall apply unless a change is expressly agreed to in writing and
signed by both parties. Any representations about the Services shall
have no effect unless expressly agreed in writing and signed by an
authorised representative of ISQ. An order placed by Customer shall
be deemed to be an offer by Customer to purchase the Services subject
to the Terms.
Orders and Specifications - Customer shall be
responsible for ensuring accuracy of the terms of any order submitted
and for giving ISQ any necessary information relating to provision
of the Services within a sufficient time to enable ISQ to perform
the Contract in accordance with its terms. The specification for
the Services shall be those details set out either in ISQ’s
quotation (if accepted by Customer) or Customer’s order (if
accepted by ISQ) provided always that the acceptance of either
party shall only be valid if confirmed in writing to the other
party. Where Services are to be supplied to Customer’s specification
ISQ reserves the right to make any changes in specification of
the Services which do not materially affect their quality or performance.
An order which has been accepted by ISQ may only be cancelled by
Customer upon terms that Customer shall indemnify ISQ for (a) 100%
of the Fee where Customer cancels within 14 calendar days of the
Date and (b) 50% of the Fee where Customer cancels within 28 calendar
days of the Date. ISQ reserves the right without having to specify
any reason therefore to terminate the Contract at any time prior
to the Date provided always that in the event of ISQ exercising
this right, ISQ shall immediately refund the Fee to Customer or
any part thereof already paid by the Customer. A booking for a
period in excess of one hour shall be deemed to be a block booking
without intermission (whether to accommodate travel to a second
venue or otherwise) unless agreed to the contrary in writing by
ISQ.
Services - Should Customer request and ISQ agree
to provide services additional to those specified on the reverse
of the Terms the fees for the same shall be mutually agreed between
the parties, but otherwise for all purposes of the Terms the said
additional services shall be deemed to be included within the definition
of Services. ISQ undertakes that, in the event of it being unable
personally to perform the Services in accordance with its obligations
hereunder, it will provide by way of a substitute a similarly qualified
string quartet (the “Substitute”), provided always
that the provision of the Substitute shall be under a subcontract
between ISQ and the Substitute and that the rights and obligations
of ISQ hereunder in relation to Customer (save as to the performance
of the Services by ISQ personally) shall not be affected, nor shall
Customer be obliged to pay any fees to the Substitute for the provision
by it of the Services. ISQ reserves the right to refuse to play
outside or in direct sun light. Customer shall be responsible for
ensuring that adequate facilities are available for provision of
the Services at the Venue including seating, lighting and a space
of 3 metres square. ISQ shall be entitled to rest periods during
performance of the Services in accordance with the rules of the
Musicians Union as from time to time declared. In the event that
on the Date the Customer requests ISQ to provide additional services
ISQ shall not be obliged to provide said additional services unless
a fee in relation thereto has been agreed between the parties in
advance. Time shall not be of the essence in relation to the provision
of the Services provided always that time shall be of the essence
in relation to the Time. In the event that performance of the Services
has not commenced within the period of 30 minutes following the
Time and said failure to commence provision of the Services is
in not due to the act, omission or default of ISQ, ISQ reserves
the absolute discretion to discontinue performance of the Services.
ISQ shall at all times both prior to and subsequent to the commencement
of the provision of the Services, reserve the absolute discretion
to cease provision of the Services if the environmental conditions
of the venue are unacceptable to ISQ. The exercise of any discretion
hereby granted to ISQ shall not prejudice ISQ’s other rights
hereunder and the Fee shall remain payable in full, without discount,
set-off or counterclaim.
Fee - The Fee for the Services shall be ISQ’s
quoted Fee or where no Fee has been quoted (or a quoted Fee is
no longer valid), ISQ’s current Fee at the date of receipt
of the order. All Fees quoted are valid for 14 days only
or until earlier acceptance by Customer, after which time they
may be altered by ISQ without giving notice to Customer. ISQ reserves
the right by giving notice to Customer before the Date, to increase
the Fee for the Services to reflect the increase in the cost to
ISQ which is due to any factor beyond the control of ISQ (such
as, without limitation, any foreign exchange fluctuation, currency
regulation, alteration of duties, significant increase in the cost
of the labour, materials or other expenses or costs associated
with the supply of the Services), specifications for Services which
is requested by Customer, or any delay caused by instructions of
Customer, or failure of Customer to give ISQ adequate information
or instructions. The Fee is inclusive of Value Added Taxes.
Terms of Payment – Customer shall pay a
non-refundable Deposit at the point of Contract with ISQ. ISQ
may invoice Customer for the remainder of the Fee at any time prior
to the Date. Regardless of whether ISQ has previously raised an
invoice in relation to the remainder of the Fee all outstanding
sums shall fall due for payment not less than 14 days prior to
the Date. Customer shall pay the Fee within thirty days of the
date of invoice and ISQ shall be entitled to recover the Fee notwithstanding
that performance of the Services has not taken place. The
time of payment of the Fee and the Deposit shall be of the essence
of the Contract. Receipts for payment will be issued only
upon request. No payment shall be deemed to be received until cleared
funds are received. If Customer fails to make a payment on a due
date then without prejudice to any other right or remedy available
to ISQ, ISQ shall be entitled to: (a) cancel the Contract or suspend
provision of the Services to Customer; (b) charge Customer interest
(both before and after any judgment) on the amount unpaid, at the
rate of four per cent per annum above the base rate of the Bank
of Ireland from time to time or such higher rate awarded by a court,
until payment is made (a part of a month being treated as a full
month for the purpose of calculating interest); and (c) use any
legal means deemed appropriate to recover any amounts owing by
Customer and to recoup the costs associated therewith from Customer.
Customer shall make all payments to ISQ without deduction whether
by way of set-off, counterclaim, discount, abatement or otherwise.
Bank and Administration Charges - If Customer
makes a payment by cheque, direct debit, standing order or otherwise
which is not subsequently honoured by the financial institution
concerned or if any mandate used to make a payment is cancelled,
the Seller shall in its absolute discretion be entitled to charge
a fee of £25.00 per each such item. The Seller reserves the
right to apply an administration charge of £20.00 for each
letter it is required to send to Customer in relation to any outstanding
payments due. Proof of posting of any such letter by ISQ shall
be taken to be conclusive evidence of receipt by Customer. Any
amount falling due to ISQ pursuant to this condition must be paid
within 14 days of Customer being notified in writing that the charge
has been levied.
Warranties - Subject as expressly provided in
the Terms all warranties, conditions or other terms implied by
statute or common law are excluded to the fullest extent permitted
by law. Any claim by Customer which is based on any defect in the
quality of the Services or their failure to correspond with specification
shall be notified to ISQ within 14 days from the Date and subject
to the express provisions of this condition ISQ shall be entitled,
in respect of the performance of any Services in breach of the
Terms, at ISQ's absolute discretion to refund the Fee.
Limitation of Liability - Subject as otherwise
provided herein, the following provisions set out the entire financial
liability of ISQ (including any liability for the acts or omissions
of its employees, agents and sub-contractors) to Customer in respect
of both any breach of the Terms and any representation, statement
or tortious act or omission including negligence arising under
or in connection with the Contract. Except in respect of death
or personal injury caused by ISQ’s negligence, ISQ shall
not be liable to Customer by reason of any representation, or any
implied warranty, condition or other term, or any duty at common
law, or under the express terms of the Contract, for any consequential
loss or damage (whether for loss of profit or otherwise), costs,
expenses or other claims for consequential compensation whatsoever
(and whether caused by negligence of the Seller, its employees
or agents or otherwise) which arise out of or in connection with
the supply of the Services. ISQ shall not be liable for any breach
by it of the Terms (which breach will be subject to the limitation
of liability provisions in the Terms) unless Customer notifies
ISQ within 14 days of the Date of such alleged breach. ISQ shall
not be liable to Customer for any loss (including loss of profit),
costs, damages, charges or expenses caused directly or indirectly
by any delay in the performance of the Services (even if caused
by ISQ's negligence), nor will ISQ be deemed to be in breach of
the Contract by reason of any delay in performing, or any failure
to perform any of ISQ’s obligations in relation to the Services,
if the delay or failure was due to any cause beyond ISQ’s
reasonable control. Without prejudice to the generality of the
foregoing, the following shall be regarded as causes beyond the
ISQ’s reasonable control: (a) Act of God, explosion, flood,
tempest, fire or accident; (b) War or threat of war, terrorism,
sabotage, insurrection, civil disturbance or requisition; (c) Acts,
restrictions, bye-laws, prohibitions or measures of any kind on
the party of government, parliamentary or local authority; (d)
Import or export regulations or embargoes; (e) Strikes, lock-outs
or other industrial actions or trade disputes (whether involving
employees of ISQ or a third party); (f) Difficulties in obtaining
raw materials, labour or fuel; (g) Power failure or breakdown of
machinery; and (h) any inability of ISQ to provide the Services
as a result of the Time not being adhered to by Customer. THE
CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE FOLLOWING
CONDITION Subject to express provisions of this Condition,
ISQ's total liability in contract, tort (including negligence or
breach of statutory duty), misrepresentation or otherwise, arising
in connection with the performance or contemplated performance
of any Contract to which the Terms apply shall be limited to the
Fee and ISQ shall not be liable to Customer for any other direct,
indirect or consequential loss or damage (whether for loss of profit,
loss of business, depletion of goodwill or otherwise), costs,
expenses or other claims for consequential compensation whatsoever
(howsoever caused) which arise out of or in connection with the
supply of the Services.
General - ISQ may (a) assign the Contract or any
part of it to any person, firm or company; (b) factor or assign
any debts due to it from Customer under the Terms. Any notice required
or permitted to be given by either party to the other under the
Terms shall be in writing addressed to the address of the party
last notified to the other party. Failure or delay by ISQ in enforcing
or partially enforcing any provision of the Contract will not be
construed as a waiver of any of its rights under the Contract.
Any waiver by ISQ of any breach of, or any default under, any provision
of the Contract by Customer will not be deemed a waiver of any
subsequent breach or default and will in no way affect the other
terms of the Contract. Neither the Seller nor the Buyer intend
that any term of this Contract will be enforceable by virtue
of the Contracts (Rights of Third Parties) Act 1999 by any person
that is not a party to it. If any provision of the Terms is held
by any competent authority to be invalid or unenforceable in whole
or in part the validity of the other provisions of the Terms and
the remainder of the provision in question shall not be affected
thereby. Each right or remedy of ISQ under the Contract is without
prejudice to any other right or remedy of ISQ whether under the
Contract or not. The Contract shall be governed by the laws of
Northern Ireland.
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