1. Interpretation a. In these conditions: ‘Chinchilla’ means Chinchilla Limited of Unit1, Gipping Rd, Claydon Business Park, Suffolk. IP6 0NL. ‘CHINCHILLA’S CHARGES’ means the charges shown in the estimate and any additional charges. ‘CLIENT’ means the person or company named on the estimate for whom Chinchilla has agreed to provide the specified service in accordance with these conditions. ‘CONTRACT’ means the contract for the provision of the specialised service, which includes the estimate and these conditions of supply. ‘DOCUMENT’ includes, in addition to a document in writing. Any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device embodying any other data. ‘ESTIMATE’ means the sheet or sheets to which these Conditions are appended. ‘INPUT MATERIAL’ means any Documents or other materials, and any data or other information provided by the Client relating to the specified service. ‘SPECIFIED SERVICE’ means the service to be provided by Chinchilla for the Client including the construction, manufacture or provision of any item or service referred to in the estimate. ‘DELIVERY DAY’ means the first day of delivery of all or any part thereof of the specified service. b. The headings in these conditions are for convenience only and shall not affect their interpretation.
2. Supply of the Specified Service a. Chinchilla shall provide the Specified Service to the Client subject to these Conditions. Any changes or additions to the Specified Service or these Conditions must be agreed in writing by Chinchilla and the Client. For the avoidance of doubt, all agreed terms, conditions, warranties and outcomes shall be performed as per the terms of this agreement and as detailed in the “PROJECT DETAILS” form supplied by Chinchilla. If however subsequent requests are made irrespective of whether they are accepted in correspondence or otherwise, these will only be undertaken upon a best endeavours basis and no failure to perform any such subsequent events shall not constitute breach of contract in any way whatsoever and for the avoidance of doubt if there are any agreed variations to the contract or the specifications of “PROJECT DETAILS” these must be expressly agreed in writing and signed by two Directors of Chinchilla in the form set out in “PROJECT AMENDMENTS”. Representations by any other party claiming to have authority shall be considered null and void. b. The Client shall at it’s own expense supply Chinchilla with all necessary Documents or other materials, and all necessary or other information relating to the specified service, within sufficient time or within a time agreed in writing to enable Chinchilla to provide the Specified Service in accordance with the Contract. The Client shall ensure the accuracy of all input material. “Sufficient time” and “accuracy of material” to be determined by Chinchilla and their decision to be final and conclusive. c. The Client shall at it’s own expense retain duplicate copies of all input material. Chinchilla shall have no liability for any such loss or damage, however caused. All output material shall be at the sole risk of the Client from the time of delivery to or to the order of the Client. d. The Specified Service shall be provided in accordance with the Estimate and otherwise in accordance with the Input Material, subject to these conditions. e. Further details about the Specified service, and advice or recommendations about it’s provision or utilisation may be made available on written request. f. Chinchilla may at any time without notifying the Client make any changes to the Specified Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Specified Service. g. Chinchilla shall not be obliged to deliver the output material within any previously agreed timescale where inadequate Input Material is supplied or where the Specified Service is varied by the Client (the determination by Chinchilla of “inadequate Input Material” to be final and conclusive). h. If at any time during the performance of the Specified Service Chinchilla shall provide working drawings or photographs of the work in hand or permit the Client or it’s agent to inspect the work in hand then the Client shall be obliged to immediately inform Chinchilla in writing if the work is not in accordance with the contract. i. Chinchilla shall be under no obligation to supply the services of the Supervisor or any other specific individual at any stage of the Contract. j. Chinchilla will not be liable for failure to complete any action or installation process in a designated time frame, should the failure of any hired or subcontracted plant machinery prevent them from doing so.
3. Charges a. Subject to any special terms agreed the Client shall pay Chinchilla’s Charges and any additional sums which are agreed between Chinchilla and the Client for the provision of the Specified Service or which, in Chinchilla’s sole discretion, are required as a result of the Clients instructions or lack of instructions, the inaccuracy or inadequacy of any Input Material or any other cause attributable to the Client. b. 50% (or a different percentage if agreed in writing), of Chinchilla’s Charges (including VAT where applicable) shall be paid by the Client in £ sterling upon the signature by the Client of the Contract or supply of a purchase order, and the balance of Chinchilla’s Charges and any additional sums payable shall be paid by the Client in £ sterling (together with any applicable Value Added Tax, and without any set-off or other deduction) any day prior to the delivery day. Any subsequent and additional charges will be paid by the Client within 7 calendar days of the date of Chinchilla’s invoice for additional charges. c. The Client shall be liable at the applicable rate for Value Added Tax on Chinchilla’s Charges from time to time. d. If payment is not made on the due date, Chinchilla shall be entitled, without limiting any other rights it may have to charge interest on the outstanding amount (both before and after any judgement) at the rate of 5% above the base rate from time to time of The Royal Bank of Scotland plc from the due date until the outstanding amount is paid in full and to recover from the Client all legal costs incurred by Chinchilla in recovering the payment on an indemnity basis. e. The Client shall reimburse Chinchilla for all air fares and all hotel bills incurred by Chinchilla in the delivery of the Specified Service and for all overtime or attendance fees at studios in the event that a shoot or event overruns because of factors outside the control of Chinchilla. f. The property in all Output Material shall remain vested in Chinchilla until Chinchilla has been paid in full and all sums due to it.
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