Miss
Guyana/World Organisation
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Guyana Website
HEAD OFFICE
MISS GUYANA/WORLD ORGANISATION
BERKSHIRE
SL4 5AT
BERKSHIRE
Terms and Conditions of
1. General
· The conditions set out below are the only terms on which
we do business unless a variation is specifically agreed in writing signed
by a director of Miss Guyana/World Organisation
("the Company"). If a client or a prospective client wishes to negotiate
a variation of the conditions, either generally or in part the request should
be made by letter, sent recorded delivery, addressed for the attention of
the managing director of the Company at its registered office. By not sending
such letter the client or prospective client acknowledges that he accepts
these conditions and that any standard terms which may appear on any of his
stationary shall be of no effect.
· All goods offered for sale are subject to remaining unsold
2. Price
· The Company reserves the right to vary the price if the
costs of labour, material or other services beyond
the control of the Company vary from that at the contract date otherwise orders
will be invoiced at the price ruling at the date of order.
3. Payment
· Prices quoted are net and are payable before delivery. If
requested, and subject to satisfactory credit rating, bank and trade references,
the Company may agree that an account can be opened. Payments against accounts becomes due in full not later that
fourteen days from invoice date. Unless otherwise agreed in writing the client
shall pay the Company interest on all accounts at the rate of 3% per month
above the current base rate of Barclays Bank Plc from the day that payment
was due until payment is made in full.
· Notwithstanding any agreement for credit or course of dealing on credit
terms The Company may at any time and without giving notice or reason revoke
such agreement or terms without penalty.
· The title to all goods sold by the Company will remain vested in the Company
until payment has been made. At anytime at the Company's discretion the Company
may use its retention of title to recover goods not paid for in full from
a client or third party. Should the goods not be available the Company may
claim other goods of a similar value. On behalf of the Company its servants
or agents may enter upon the clients premises for
the purpose of repossessing the goods or goods to the same value as. If any
money value difference is left after the Company has recovered the amount
outstanding the balance will be returned less costs.
· Should default be made by the client in paying any sum due under order or
contract the Company at its option shall be entitled either to suspend supplies
until default is made good or treat such default as a repudiation of the contract
in which case the client (without prejudice to any right which the Company
may have to the return of any goods or the payment of any compensation or
damages by the client) will pay the Company reasonable charges incurred in
the course of any part performance of the contract by the Company.
· If the client owes any amount to the Company in respect of any purchases
whatsoever contra account transactions will not be accepted.
· If the client is a Limited Company or other legal entity claiming limited
liability and the client is unable to pay for goods and or services supplied
for any reason whatsoever, including insolvency, the directors or partners
of the Limited Company or other legal entity also become jointly and severally
liable for the debt.
4. Delivery
· Delivery terms quoted are subject to confirmation after
order and are at times subject to unforeseen delays over which we have no
control. The Company whilst making reasonable effort to comply with the quoted
date of delivery shall not be liable for any penalty, loss, injury, damage
or expenses directly or indirectly consequent upon any delay or failure in
delivery or performance by the Company or its agents or servants from any
course whatsoever nor shall such delay entitle the client to cancel any order
or refuse to accept or repudiate any contact for work to be done.
5. Exclusion
· The Company does not hold or warrant any goods or services
as being fit for any particular purpose, whether made known to the Company
or not and the client must not rely on the Company's skill or judgment in
relation to the fitness of goods or services for any purpose. If the client
requires assistance on the fitness of any goods or services for any purpose
he should seek appropriate independent professional advice. The Company's
staff are not authorized to express any opinion or make any
representation as to the fitness of any goods or services for any purpose,
and any such opinions or representations as may be expressed by them are not
binding on the Company.
6. Liability
· The Company (subject as herein provided) undertakes to replace,
correct or at its option credit the value of all goods or services supplied
which are defective or otherwise not in conformity of contract subject to
all of these conditions provided always the Company must be informed in writing
of such defective goods or services and of the goods or services and requested
to make such replacement or correction or give such credit within two weeks
from collection or delivery of the goods or service.
· The Company's liability whether in contract, tort or otherwise in respect
of any goods supplied by it shall be limited solely to the foregoing, and
in no circumstances does the Company accept any further liability for any
injury, damage or financial loss or for either direct or consequential losses
howsoever or whenever arising. In particular, but without
prejudice to the generality of the foregoing.
7. Limitation of liability
· If the Company carries out any work at the request of the
client the Company's liability for any failure or breach of contract will
be limited to the invoice cost of the work.
8. Cancellation
· Orders placed with the Company cannot be cancelled except
with the Company's written consent and on terms which will indemnify the Company
against any damage or consequential loss.
9. Officers of a Company
· Where Miss Guyana/World Organisation
provides directors and/or company secretary ("Officers") to or for
a Company:
- 9.1
The Officers shall at all times be willing to consider and entertain requests
and suggestions from the Client in respect of the management of the Company
but they shall not be willing or required to act in any manner which is
or appears to them to be dishonest, illegal, improper or incorrect.The
Client acknowledges that the Officers may charge such fees as they consider
reasonable to consider such requests and suggestions and may charge additional
fees in the event of the requests or suggestions requiring action by the
Officers.
- 9.2
Miss Guyana/World Organisation shall procure the resignation and replacement
of the Officers upon receipt of a written request from the beneficial owners
of a majority of the voting shares in the Company except that in the case
of a hybrid company or a company limited by guarantee the request may be
properly given by the holders of a majority interest in the profits of the
Company.
- 9.3
The Client shall at all times indemnify and keep indemnified the Officers
in respect of all actions , claims and demands, losses and costs made against
or suffered or incurred by the Officers in the excercise
or purported excercise of their duties unless
the Officers shall be guilty of personal dishonesty.
- 9.4
The Client acknowledges and understands that Officers may incur personal
liabilities if certain statutory obligations relating the Company are not
complied with and that compliance with such statutory obligations is dependent
upon the Client promptly paying fees and responding to requests for information.
If the Client fails to pay fees when due or respond promptly to to
requests for information the Officers shall be entitled to resign their
office and withdraw their services and the Client hereby irrevocably and
unconditionally appoints Miss Guyana/World Organisation
or any subsidiary thereof its attorney and agent for the purpose of appointing
the Client as Officer in their place.
10. Nominee Shareholder
Where Miss Guyana/World Organisation
provides for an individual or corporate entity to act as the beneficial owner
of a Company ("Nominee Shareholder") to or for a Company:
- 10.1
The Nominee Shareholder shall at all times be willing to consider and entertain
requests and suggestions from the Client in respect of the management of
the Company but they shall not be willing or required to act in any manner
which is or appears to them to be dishonest, illegal, improper or incorrect.The Client acknowledges that the Nominee Shareholder
may charge such fees as they consider reasonable to consider such requests
and suggestions and may charge additional fees in the event of the requests
or suggestions requiring action by the Nominee Shareholder.
- 10.2
Miss Guyana/World Organisation shall ensure that
a Declaration of Trust is entered into by the Nominee Shareholder in favour
of the true benificial owner ("True Beneficial
Owner") and shall procure the resignation and replacement of the Nominee
Shareholder upon receipt of a written request from the True Beneficial Owners
of a majority of the voting shares in the Company except that in the case
of a hybrid company or a company limited by guarantee the request may be
properly given by the holders of a majority interest in the profits of the
Company.
- 10.3
The Client shall at all times indemnify and keep indemnified the Nominee
Shareholder in respect of all actions , claims and demands, losses and costs
made against or suffered or incurred by the Nominee Shareholder in the excercise
or purported excercise of their duties unless
the Nominee Shareholder shall be guilty of personal dishonesty. Where the
Nominee Shareholder shall be requested to participate in any transaction
which might result in the Nominee Shareholder incurring a tax liability
either at the time of the transaction or at some future date then in addition
to the indemnity provided by this clause the Client shall pay on account
to the Nominee Shareholder such sum as shall be calculated by the Nominee
Shareholder as being the tax liability which he shall incurr as a consequence of satisfying the request made
by the Client. Miss Guyana/World Organisation
hereby warrant that any sum paid in performance of this clause by the Client
shall be held exclusively for the purpose of meeting such tax liability
and in the event of such liability not arising
the sum will be paid back to the Client.
- 10.4
The Client acknowledges and understands that the Nominee Shareholder may
incur personal liabilities if certain statutory obligations relating the
Company are not complied with and that compliance with such statutory obligations
is dependent upon the Client promptly paying fees and responding to requests
for information. If the Client fails to pay fees when due or respond promptly
to to requests for information the Nominee Shareholder
shall be entitled to transfer their nominee beneficial shareholding and
the Client hereby irrevocably and unconditionally appoints Miss Guyana/World
Organisation or any subsidiary thereof its attorney
and agent for the purpose of transferring to the Client all those shares
previously vested in the name of the Nominee Shareholder.
11. Registered office
· If the registered office remains at the Company's address
the provision of a registered office fee will be charged at the prevailing
rate and will include forwarding of post sent to the registered office by
Companies House and Inland Revenue departments. Dealing with other matters
will incur an additional charge. Default in payment of registered office charges
or additional charge will result in withdrawal of the facility without notice
and without liability for the consequences.
12. Banking Facilities
· Where the Company is acting as intermediary in relation
to provision of banking facilities whether in relation to a Company formation
or on a personal basis the client accepts that the Company makes no guarantee
of being able to arrange such facilities and accepts that the arrangement
of same is subject to status and entirely at the discretion of the bank or
other financial institution to whom introduced. The client accepts that where
the Company has used reasonable endeavours to arrange
banking but the client has been rejected by the bank for any reason whatsoever
then the Company shall be deemed to have provided the service in relation
to banking to the full satisfaction of the client.
13. Performance of contract
· The Company shall not be liable in the event of the performance
of any obligation accepted by the Company being prevented, delayed or in any
way interfered with by either: -
a. An act of God, outbreak of war, either general or local
riot or other civil commotion, strike, lockout, act or decree or any other
act, matter or thing beyond our reasonable control; or
b. Non-delivery or non-performance by the Company's suppliers or damage, loss
or destruction of the whole or part of the goods or work, the Company may
at its option suspend performance or cancel its obligation under the contract
without liability for any damage or consequential loss resulting there from
such suspension or cancellation being without prejudice to the Company's right
to recover all sums owing to it in respect of consignments delivered, or collected
and costs incurred to date; or
c. By any cause beyond the Company's control.
14. Assignment
· The contract shall not be assigned by the client to any
third party without the prior consent of the Company.
15. Patents
· The client is to indemnify the Company against any claim
whatsoever for damages and or costs against all liability in respect of any
infringement of trade mark, patent right, copy right or any other intellectual
property resulting from compliance with the clients instructions express or
implied.
16. Law and jurisdictions
· Subject to the above conditions the client shall not take
legal action against the Company.
· The contract shall be governed by and constructed in all respects in accordance
with English law and the client on entering into the contract submits to the
jurisdiction of the English courts.
· Should any condition or part hereof become unenforceable for any reason
whatsoever this shall be without prejudice to the remainder of these terms
and conditions.
· The condition headings are inserted for convenience only and shall not effect
the construction of these conditions.
Ken Chung (Director)
Miss Guyana/World Organisation
Email Address: kchung@gotadsl.co.uk
TEL: +44 (0) 7860 453511