1.1 In these conditions unless the context otherwise requires:
“Agreement” means an agreement for the supply of goods and/or services consisting of a signed front sheet and these conditions;
“Confidential Information” means all information of the Supplier (in whatever medium including in written, oral, visual or electronic form and whether before or after the date of this Agreement) including all business, financial, commercial, technical, operational, organisational, legal, management and marketing information; and “written” or “in writing” includes faxes and any non-transitory form of visible reproduction of words and email but not text messaging via mobile phone.
2.1 These conditions shall apply to any and all sales of goods and/or supply of services by the Supplier to any purchaser (the “Customer”) and shall apply in place of and prevail over any terms or conditions contained in or referred to in the Customer’s purchase order or in correspondence or elsewhere or implied by any previous course of dealing between the parties unless specifically agreed in writing by an authorised representative of the Supplier.
2.2 For the duration of the Agreement the Customer shall use no third party or agency other than the Supplier for the supply of travel booking services.
3.1 The Customer shall provide a valid credit card with such sufficient credit limit as the Supplier (acting reasonably) shall notify the Customer of in advance.
(a) debit the credit card referred to in clause 3.1 may incur additional credit card fees subject to selected carrier ticketing rules; and/or
(b) cancel the Agreement (and any held forward bookings) or suspend the services and work under any other agreements with the Customer; and
(c) charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of seven per cent (7%) per annum above Barclays Bank plc base rate from time to time (or such other bank as the Supplier may from time to time specify), until payment in cleared funds; and
3.2.2 the Supplier reasonably considers that, for any reason other than a bona fide dispute in relation to the whole of the amount outstanding, the Customer may not make payment for the goods and/or services by the due date, it may:
(a) make such changes to the terms of payment for the goods and/or services as it reasonably thinks fit before supplying further goods and/or services, including requiring payment in advance and/or a guarantee; and
(b) refuse to supply further goods and/or services unless and until such payment terms are complied with.
3.2.3 If any credit card payment made pursuant to clause 3.2.1(a) is declined the Supplier shall apply an additional £25 administration fee to the balance owed by the Customer.
4.1 Payment of invoices shall be made in full at the time of purchase.
4.2 The price payable for the goods and services supplied by the Supplier shall be as agreed between the Supplier and the Buyer at the time of the order. Unless otherwise stated, the prices quoted are exclusive of VAT and any other relevant taxes. The Customer shall also reimburse to the Supplier all costs and expenses reasonably incurred by the Supplier in the performance of the services.
4.3 The Customer shall ensure that an authorised signatory, director or managing director of the Customer is available to authorise payment of any invoices before the due date.
4.5 All payments shall be made by the Customer in the currency in which they are expressed by transfer to such bank account as the Supplier may from time to time notify in writing to the Customer.
5.1 Where a ticket is refundable, the Customer must advise the Supplier as soon as reasonably practicable and provide the ticket to the Supplier so that the Supplier may forward the ticket to the relevant airline or rail company for a refund. If the Supplier receives any refund, it shall forward it onto the Customer less any cancellation and administration charges. Refunds for part used tickets are always less than pro-rata and may have no refund value whatsoever. Refunds for airline tickets usually take 6-8 weeks to process however this may take longer. Tickets returned more than one year from date of issue are classed as expired by the airline and generally have no refund value at all. Lost or stolen airline tickets may not be re-issued by some airlines and duplicate or replacement tickets may then have to be purchased locally, at the local fare. Even if replacement airline tickets are purchased, certain airlines will not issue refunds for lost/stolen tickets. The maximum time limit for a refund of a rail ticket is 2 months from the date of issue: it is the responsibility of the Customer to provide the ticket to the Supplier in a reasonable time to be within such deadline. The Supplier can only apply for refunds once it has been notified that the Customer (or its employee) is not travelling.
5.2 Refunds will be applied to the Clients account only when credit is received from IATA. Payment cannot be deducted from the statement before a credit is received from IATA which can take approximately 6-8 weeks to process.
5.3 The Supplier shall have no liability to the Customer in respect of any cost of an unused or part unused ticket which is not refunded by the airline or rail company.
The delivery date for goods or services will be noted on each purchase order. Time for delivery shall be of the essence.
Title and all risk of loss or damage concerning the goods or services shall pass to the Buyer immediately upon the delivery of the goods or services to the Buyer.
8.1 SalesTrip does not supply event services.
8.2 If customer requires event services Harridge Events does offer event services which include organising company events please see Harridge Events directly. https://www.harridgeevents.com
9.1 The Customer shall use the Confidential Information only for the proper performance of its duties under the Agreement and shall not without the Supplier’s prior written consent disclose or permit the disclosure of such information except in confidence for the proper performance of its duties under the Agreement to those of its employees, officers and professional advisers who need to have access to it.
9.2 The provisions of condition 9.1 shall not apply to Confidential Information which: (i) the Customer can prove was known to it before receipt; (ii) is in or enters the public domain through no wrongful default by or on behalf of the Customer with effect from the date when that information enters the public domain; (iii) was received from a third party without obligations of confidence owed directly or indirectly to the Supplier; or (iv) is required to be disclosed in order to comply with applicable law, to the extent of the required disclosure.
10.1 Nothing in these conditions shall limit the liability of the Supplier to the Customer for death or personal injury resulting from its negligence (as defined in the Unfair Contract Terms Act 1977), fraudulent misrepresentation, or any liability which cannot be excluded by law.
10.2 Subject to the foregoing, all conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the goods and services are hereby excluded to the fullest extent permitted by law and the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Agreement.
10.3 In any event and unless otherwise agreed in writing with the Customer, the Supplier’s aggregate liability to the Customer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the lesser of £1,000,000 or the cost to the Buyer of the goods and/or services the subject of the claim in respect of any occurrences or series of occurrences.
10.4 During the term of the Agreement the Supplier shall maintain in force public liability insurance with a limit of at least ten million (£10,000,000) per claim with a reputable insurance company.
11.1 Without prejudice to any other rights or remedies of the Supplier, the Supplier may terminate the Agreement with immediate effect by written notice if the Customer fails to pay all or any Charges by the due date (save to the extent that there is a bona fide dispute in relation to the whole of the amount unpaid) and continues to fail to pay such sums for 10 business days after receipt of written notice to do so from the Supplier.
11.2 The Agreement may be terminated:
11.2.1 immediately by either party on written notice, if the other is in material breach of an obligation under the Agreement (other than as mentioned in condition 11.1) and in the case of any such breach capable of remedy has failed to remedy the breach within a period of 30 days after receipt of written notice to do so; or
11.2.2 immediately by either party on written notice if the other (i) is unable to pay its debts as they fall due, (ii) passes a resolution for winding up (other than for the purposes of a solvent amalgamation or reconstruction) or if a court of competent jurisdiction makes an order to that effect, (iii) enters into a composition or scheme of arrangement with its creditors or if a receiver, manager, administrator or administrative receiver is appointed over any of its assets, or (iv) ceases or threatens to cease to do business; or (v) an analogous event occurs to the other party in any jurisdiction.
11.3 Termination or expiry of the Agreement for any reason, whether under this condition 11 or not, shall be without prejudice to the accrued rights and liabilities of the parties on the date of such termination or expiry.
11.4 Upon the termination of the Agreement for any reason, unpaid invoices rendered by the Supplier in respect of the goods and/or services will become immediately payable by the Customer.
12.1 Dispute Resolution
12.1.1 Any dispute which arises between the parties as to the Agreement or the performance of the parties’ respective obligations under the Agreement shall first be discussed and if possible resolved by each party’s designated representative from time to time.
12.1.2 If the designated representatives fail to resolve the dispute then either party by notice in writing to the other may refer the dispute to senior officers of the two parties who shall co-operate in good faith to resolve the dispute as amicably as possible within 14 days of such notice. If the senior officers fail to resolve the dispute in the allotted time then the parties shall have the option to enter into an Alternative Dispute Resolution procedure with the assistance of a mediator agreed by the parties. Any such procedure will be according to the rules and procedures of the Centre for Dispute Resolution or such other similar body as is agreed.
12.1.3 If with the assistance of the mediator the parties reach a settlement such settlement shall be reduced to writing and once signed by the duly authorised representative of each of the parties shall remain binding on the parties.
12.1.4 The parties shall bear their own legal costs of this Alternative Dispute Resolution procedure but the costs and expenses of mediation shall be borne by the parties equally.
12.1.5 If the parties do not agree to an Alternative Dispute Resolution procedure then they may resort to ordinary legal proceedings.
12.2 Subcontracting and Assignment
12.2.1 The Supplier may sub-contract to any other person the performance any of the obligations undertaken by it and exercise any of the rights granted to it.
12.2.2 The Supplier may assign, transfer (in whole or in part) or charge or deal in any manner with the Agreement or the benefit or burden of or the rights under the Agreement.
12.2.3 The Customer may not without the prior written consent of the Supplier assign, transfer (in whole or in part) or charge or deal in any manner with the Agreement or the benefit or burden of or the rights under the Agreement.
12.3 Force Majeure
12.3.1 Neither party shall be liable to the other party for any delay or non performance of its obligations under the Agreement to the extent that its performance is interrupted or prevented by any act or omission beyond its reasonable control.
12.3.2 Such delay or non-performance shall not constitute a breach of the Agreement and the time for performance shall be extended by a period equivalent to that during which performance is so prevented provided that if such delay or failure persists for ninety (90) days or more, the party not affected may, at its option and if in its opinion it is reasonable for it to do so, terminate the Agreement by giving fourteen (14) days written notice of such termination to the other party.
No waiver by the Supplier of any breach hereof shall be construed as a waiver of any subsequent breach of the same or any other provision.
If any provision hereof is held by a court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions hereof (including the remainder of the provision in question) shall not be affected.
12.6 No Partnership/Agency
Nothing in the Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise either Party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way.
12.7 Rights of Third Parties
A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or to enjoy the benefit of, any provision of the Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
12.8 Governing Law
The Agreement shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.
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