INTERPRETATION

In these Terms and Conditions of Business, unless the subject or context otherwise requires, the words standing in the first column of the table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof:

WORD - Kestrian MEANING - Prima Company Services Limited.
WORD - The Client MEANING - The person, business, firm, partnership or corporate body issuing instructions to Kestrian
WORD - Goods MEANING - Any goods, services, supplies, publications, documents, advice or information supplied by, or work carried out or undertaken by Kestrian as part of its normal business activities.

GENERAL

These Terms and Conditions of Business shall be deemed to be an integral part of any contract entered into between Kestrian and the Client insofar as such Terms and Conditions of Business are not expressly varied in writing, such variation being agreed in writing by both Kestrian and the Client.

CLIENTS LIABILITY

The Client shall be liable in the capacity of principal for the costs of all Goods supplied by Kestrian, and costs shall include all that expenditure incurred in the normal course of business in bringing the Goods to their location and condition.

(b) The risk of loss or damage to Goods shall be that of the Client who shall bear such risk from the time that the Goods are dispatched or otherwise leave the office of Kestrian.

(c) All Goods supplied by Kestrian to the Client shall, on receipt by the Client, be immediately inspected by him. Any fault, deficiency or damage in or to the Goods must be reported in writing to Kestrian by the Client within 7 working days from the date of inspection. Failure to report any fault, deficiency or damage within the aforementioned time period shall result in the Goods being treated in all respects as in accordance with the original instructions given by the Client.

ACCURACY OF INFORMATION

Information and advice contained in Goods supplied by Kestrian to the Client shall be reasonably accurate, and Kestrian shall use its best endeavours to ensure the accuracy of such information and advice, having regard to the Client's instructions and the source material from which the information and advice relating to the Goods was obtained.

DELIVERY OF GOODS

Kestrian shall use its best endeavours to supply Goods to the Client within the time periods stipulated by the Client, but shall not be responsible for the failure to meet delivery dates or time limits due to circumstances beyond the reasonable control of Kestrian.

PAYMENT OF GOODS

(a) The Client shall pay any invoice in full which is submitted by Kestrian to the Client, such payment being made by the Client within 30 days from the date of the said invoice.

(c) Should it be necessary for Kestrian to instruct third parties to collect payment of any invoice not paid within the time period set out above, the Client shall be liable for all reasonable expenditure incurred, or charges rendered to Kestrian by such third parties including all necessary and reasonable disbursements incurred to effect the collection of the outstanding amounts due.

CHARGES

The prices charged by Kestrian shall be in accordance with the prevailing scale of charges levied by Kestrian at the time any work was carried out relating to the Goods supplied to the Client, and such charges shall include all costs and disbursements necessarily incurred by Kestrian.

COMPANY NAMES

Kestrian accept no liability with regard to company names selected by the Client or by Kestrian on behalf of the Client. The Client is solely responsible for ensuring that the company name selected by him does not infringe any copyright, trade mark, service mark or patent, or give rise to any objection to the use of the said name by another party or by the Secretary of State for Trade and Industry.

COMPANY FORMATIONS

(a) Immediately upon receiving the relevant documents from Kestrian relating to the formation of a company, the Client shall:

(i) Ensure that the necessary statutory procedures are effected relating to the resignation of the officers of the company who are the representatives of Kestrian and that the persons appointed by the beneficial owners of the company to be officers of the company are forthwith appointed as officers of the company.

(ii) In the case of companies limited by shares, complete any documents relating to the transfer of shares in the company from the representatives of Kestrian to the beneficial owners of such shares and ensure that such transfers are completed in accordance with the prevailing law and that the necessary entries are made in the statutory books of the company, including the preparation, signing and sealing of the relevant shares certificates.

(b) The Client shall be responsible for the authenticity and accuracy of all information relating to the formation of a company. Kestrian shall not be responsible for checking the authenticity or accuracy of such information.

PREVAILING LAW
Any contract entered into between Kestrian and the Client, together with these Terms and Conditions of Business shall be governed by the laws of England.