NSF Agriculture UK Ltd

Hanborough Business Park, Long Hanborough

Oxford OX29 8SJ. United Kingdom

Tel +44 (0)1993 885600 Fax +44 (0)1993 885603

CUSTOMER INFORMATION FORM

PLEASE COMPLETE IN BLOCK CAPITALS

Full name and address of customer:
______/ Invoice Address
______
Company Registration Number:
Contact details
Name / Telephone / Email
Accounts Payable
Account Manager
Purchase order (if required)
If payment will be made by third party please give name of company making payment e.g. agent, if different from above :
To be completed by customers outside the UK
VAT Registration number if in EU:
If customer is overseas will you require a claim for double taxation avoidance to be sent to you before payment can be made?
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By signing this customer information form you are agreeing to out terms and conditions which are attached and should be retained for future reference
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NSF INTERNATIONAL

TERMS & CONDITIONS OF BUSINESS

These Terms and Conditions of Business shall apply to any services that NSF Agriculture UK Ltdprovide unless otherwise agreed in writing by the parties.

1.0 Definitions

In this Agreement unless the context otherwise requires the following words and expressions shall bear the following meanings:

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NSF AgricultureUK Ltd, Registered Office:Unit 23, Hanborough Business Park, Long Hanborough, Oxon OX29 8SJ. Registered in England 3707745

“Agreement”This agreement and the Services Terms Sheet (including any schedule or annexure to it and any document in agreed form).

“Associated Company”Any company which is a subsidiary or a holding company of the Company (or any other subsidiary of the holding company of the Company).

“The Company”NSF Agriculture UK Ltd

“The Consultant”An employee or sub-contractor of the Company and/or its Associated Companies who is engaged by the Company to provide the Services to the Customer.

“Confidential Information” Any confidential information including but not limited to instrumentation equipment, products, processes, drawings, models, sketches, software and commercial, financial, marketing, business and technical or other data (whether written, oral or in electronic or other form) concerning the business and affairs of the Company or its Associated Companies that the Customer obtains, receives or has access to.

“Customer”As stated in Section A

“The Fees”The Fees to be paid by the Customer for the supply of Services as detailed in the Services Terms Sheet.

“Intellectual Property Rights”All intellectual property rights including but not limited to copyright, design right, registered design right, patent, trade mark, trade and business names, moral rights, database rights, domain names, topography rights or any similar right exercisable in any part of the world, including the benefit of any applications to register and registrations of any of the foregoing items for their full term (including any extensions or renewals thereof) wherever in the world enforceable.

“The Services”Services and work to be carried out by the Company for the Customer subject to the terms of this Agreement and in accordance with the Services Terms Sheet.

2.0Charging and Invoicing

2.1The Fees are exclusive of any applicable VAT, travel costs, accommodation or disbursements which will be charged as the parties shall agree in writing in advance.

2.2The Company’s daily fee rates are calculated on the basis of a seven and a half-hour day worked on weekdays. Unless otherwise specified by the parties, payment for any overtime or work outside these hours shall be charged as agreed in advance between the Customer and the Company.

2.3 Any estimate given by The Company of the likely total charge of the Services is given in good faith by The Company but shall not bind The Company.

2.4 The Company shall render invoices to the Customer in respect of the Fees and expenses payable .The amount so invoiced shall be payable by the Customer within 30 days of the date of invoice.

2.5 If the payment or part thereof is not made within 30 days of the date of invoice, The Company without prejudice to its other rights shall be entitled to charge, in addition to any monies due, interest on the outstanding amount at the rate per annum of four per cent (4%) above the base rate from time to time of National Westminster Bank Plc calculated on a daily basis from the relevant due date until payment is made. If payment is not made within 7 days of receipt of the Final Reminder Letter the account shall either be passed to our collections agency for which a charge of 15 % plus VAT on top of the initial invoice due will be added to the debt in addition to any other disbursements incurred, OR the account will be pursued via the HM Court Services the costs of which will be added to the claim. You agree as part of this contract to pay this sum which represents our reasonable costs in collecting the unpaid amounts.

2.6 Any invoice dispute should be brought to the attention of The Company within 10 days of receipt of the invoice.

2.7 The Company reserves the right, without prejudice to any other rights it may have to suspend the provision of the Services hereunder where payment of The Company’s account is overdue.

3.0Obligations of the Customer

3.1During the course of this Agreement the Customer will

(a) provide on a timely and on-going basis sufficient information to the Consultant to enable the Consultant to perform the Services properly; and

(b) provide the Consultant and any other of The Company's personnel involved in the Services with reasonable access to the Customer's premises and to all relevant members of the Customer's staff and ensure that they provide all necessary co-operation.

(c) take the responsibility of ensuring that their Purchasing departments/Sites/Stores provide The Company with the Purchase Order Number and payment will not be withheld by the Customer in the event that the customer fails to supply valid purchase order number.

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NSF AgricultureUK Ltd, Registered Office:Unit 23, Hanborough Business Park, Long Hanborough, Oxon OX29 8SJ. Registered in England 3707745

4.0 Assignment and Sub-contracting

4.1This Agreement shall not be assignable by either party without the prior written consent of the other provided that the Company shall be entitled to assign any or all of its rights or obligations to any Associated Company at its sole discretion without the prior consent of the Customer.

4.2The Company may engage any person, firm or company as its sub-contractor to perform the Services or any of its obligations under this Agreement but shall not be released from any liability therefor.

5.0Change Control

5.1Any material change to the Services may only be made if agreed to in advance between the Customer and the Company and any such change will be documented by signature of a new agreement between the parties relating to the additional work to be performed. Minor changes shall be recorded by way of amendment to this Agreement and references throughout these terms and conditions to "the Agreement" shall be construed accordingly.

6.0Intellectual Property Rights

6.1All Intellectual Property Rights vesting in any products created by The Company for the Customer and the results of the Services including (without limitation) any report, systems or procedures, shall be the sole and absolute property of The Company and nothing in this Agreement shall be deemed or construed as an assignment by The Company to the Customer of any such Intellectual Property Rights. The Customer undertakes not to use any Intellectual Property Rights owned or used by The Company or its Associated Companies other than in the form or manner directed and approved by The Company in advance and not do, cause or authorise to be done, anything which in The Company's reasonable opinion will or may in any way impair or adversely affect the Intellectual Property Rights vested in The Company and its Associated Companies.

6.2The Company grants no licence, by implication or otherwise, under any of its Intellectual Property Rights as a result of the Services or this Agreement.

7.0Confidentiality

7.1Any Confidential Information belonging to either party and coming into the possession of the other party as a result of the operation of this Agreement or the Services shall be treated as confidential and shall not be disclosed in whole or in part without the disclosing party's prior written consent to any other person, save those of its employees, agents and legal advisors involved in performing the Services under this Agreement and who need to receive the Confidential Information concerned, and sub-contractors and the Consultant in the case of The Company. The parties may only use Confidential Information belonging to the other party solely in connection with performing the Services and its obligations under this Agreement and not for its own benefit or the benefit of any third party.

7.2The parties shall impose confidentiality obligations equivalent to those contained in this Agreement on all third parties to whom Confidential Information has been disclosed in accordance with the terms of this Agreement. The parties shall be liable for any disclosure of Confidential Information by any third party they disclose it to as if they had made the disclosure themselves.

7.3The provisions of clause 7.2 above shall not apply to information which is public knowledge other than by breach of this Agreement by either party or which either party is required to disclose by any applicable law or by virtue of any court or governmental or administrative authority.

8.0Limitation and Exclusion of Liability

8.1Neither party excludes or limits any liability for death or personal injury arising from the negligence or wilful default of that party, for fraud, or any other liability the exclusion or limitation of which is expressly prohibited by law.

8.2The Company’s entire liability and the Customer’s sole remedies in respect of any Default (defined below) shall be set out in this clause 8.

8.3Subject only to clauses 8.1 and 8.4, the Company’s aggregate liability to the Customer for damages in respect of negligence, breach of contract, tort, misrepresentation or any other legal liability arising out of or in connection with the subject matter of this Agreement (“Default”) shall in no circumstances exceed the total Fees or £100,000, whichever is the greater;

8.4Subject only to clause 8.1, The Company shall not in any event be liable for any indirect, consequential, incidental or special damages or any loss of profits, revenue, goodwill or anticipated savings whether sustained by the Customer or any other party even if advised of the possibility of such loss or damages.

9.0Force Majeure

9.1The Company shall not be liable to the Customer nor held in breach of this Agreement if prevented, hindered or delayed in the performance or observance of its obligations under this Agreement or the Services resulting from any act beyond the reasonable control of The Company (including but not limited to the acts, defaults or omissions of suppliers or sub-contractors or strike, lockout or other form of industrial action).

10.0Employees and Consultants

10.1Nothing in this Agreement shall render the Consultant an employee, agent or partner of the Customer and the Consultant shall not hold itself out as such. For the avoidance of doubt, the relationship between The Company and the Customer is not that of partnership, employment or joint venture and neither party shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of, or pledge credit or otherwise bind the other party hereto.

10.2The Customer shall not at any time during the Term or within 12 months from the expiry or termination of this Agreement solicit, undertake to engage, employ or utilise, in any capacity, the services of or introduce to another employer either temporarily or permanently, directly or indirectly any Consultant or other person supplied by or employed by The Company in accordance with this Agreement, either as employee, agent, independent contractor or any other form of employment or engagement.

11.0Termination

11.1This Agreement shall commence on the date both parties sign this Agreement and shall continue in full force and effect unless and until terminated by either party in accordance with clause 11.2 (the "Term").

11.2This Agreement may be terminated by either party upon giving the other party written notice of termination such termination to take effect forthwith if the other party:

(a) fails to observe or perform any term or condition of this Agreement and such breach (if capable of remedy) continues for thirty (30) days after receipt of a notice from the terminating party specifying the breach and requiring the same to be remedied;

(b) ceases to carry on its business or a substantial part of such business or disposes of the whole or a substantial part of its undertaking, property or assets or stops payment of its debts; or

(c) has a petition presented against it or a resolution passed for the winding-up of it (other than a voluntary winding-up for the purposes of reconstruction, the terms of which have previously been approved in writing by the other party) or suffers any analogous event in any jurisdiction anywhere in the world.

11.3The Company may terminate this Agreement, without cause, by service of one (1) month's written notice to the Customer.

11.4Upon the expiry or termination of this Agreement for whatever reason, The Company shall automatically cease to provide the Services and the Customer shall deliver to The Company all material owned by The Company or its Associated Companies or in which The Company owns any rights (including Intellectual Property Rights) or which contain Confidential Information belonging to The Company or its Associated Companies.

12.0General

12.1This Agreement and the provision of the Services shall be governed by and construed in accordance with English law and each of the parties irrevocably submits for all purposes in connection with this Agreement to the exclusive jurisdiction of the courts of England.

12.2 This Agreement constitutes the entire agreement between the parties on the subject matter hereof and supersedes all prior or contemporaneous arrangements, negotiations, representations and proposals, written or oral relating to the subject matter of this Agreement. Each party agrees that it has not been induced to enter into this Agreement in reliance upon any warranty, representation, statement, agreement or undertaking of any kind (whether negligently or innocently made) of any person other than as expressly set out in this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for any fraudulent statement or act.

12.3A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

12.4Any notice to be given under this Agreement by either party to the other shall be in writing and signed by or on behalf of the party giving it and (i) delivered personally, (ii) sent by prepaid recorded delivery post to the address of the party as notified in writing from time to time or (iii) sent by fax to the number of the other party as notified in writing from time to time. Notice shall be deemed to be received if delivered personally at the time of receipt, if sent by post at the expiration of forty-eight (48) hours after being placed in the post (having been correctly addressed), or if by fax twenty-four (24) hours after despatch to the correct fax number.

12.5The failure of either party to enforce or to exercise at any time or for any period any term of or any right pursuant to this Agreement shall not be construed as a waiver of any such term or right and shall in no way affect that party’s right later to enforce or exercise it.

Declaration
We note and agree to NSF Agriculture UK Ltd standard conditions of sale. We agree to pay for any goods/services supplied by NSF Agriculture UK Ltd within the stated terms as laid out in NSF Agriculture UK Ltd standard terms and conditions indicated above. I / We authorise you to approach a credit reference agency for a credit opinion.
Customer Signature: / Print Name:
Signature Date :
Signed on behalf of The Company: / Print Name:

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NSF AgricultureUK Ltd, Registered Office:Unit 23, Hanborough Business Park, Long Hanborough, Oxon OX29 8SJ. Registered in England 3707745