TERMS AND CONDITIONS

VALIDITY

1.Unless other terms and conditions are expressly accepted by us by a written amendment referring specifically to the term or condition to be amended and signed by a Director the Contract will be on the terms and conditions set out below and overleaf (together called “the Contract Terms”) to the exclusion of any other terms and conditions (except any conditions implied by statute the exclusion of which would be void) whether or not the same are endorsed upon delivered with or referred to in any purchase order or other document delivered by the Customer to us. Any reference overleaf to any order specification or like document will not be deemed to imply that any terms or conditions endorsed upon delivered with or referred to such document will have effect to the exclusion or amendment of the Contract terms.

DEFINITIONS

2.In the Contract Terms “Contract Work” means the goods, materials and services (the term “services” includes but is not limited to any design function performed or undertaken by us and the selection by us of goods or materials) to be supplied or carried out by us for the Customer and includes any work deemed to be additional work under the Contract Terms “Constructional Plant” means any equipment used or intended to be used by us in carrying out the Contract work but which will not be incorporated therein so as to become the property of the Customer in accordance with them Contract Terms.

QUOTATIONS

3.1Any price shown on any quotation Tender or Estimate (in these conditions called “the tender”) is calculated on the basis that a Contract on the Contract Terms will come into existence between the customer and ourselves within 30 days from the date of such tender.
3.2Each tender is given on the basis that no contract will come into existence between the Customer and ourselves until we despatch the Customer an Acknowledgement of Order form.

TERMS OF PAYMENT

4.All invoices are strictly net and must be paid within 30 days from the date of invoice (interim or otherwise). We will be entitled to submit interim invoices in respect of work done and goods or materials despatched to date of invoice. Where goods or materials have been made assembled or purchased by us to meet the Customer’s specific delivery requirements and delivery cannot be made because of causes not attributable to us, payment shall be made as though the goods or materials had been delivered or collected. If payment is not made in accordance with the above terms we reserve the right to suspend or abandon further work and deliveries of goods or materials and remove unfixed goods or materials and Constructional Plant from site and to resell the goods or materials. Any right reserved by us under this condition is without prejudice to any other right or remedy open to us.

PRICE

5.1The tender price and rates are based on costs of goods materials labour sub-contracts transport taxes and duties ruling at date of tender and on work being done in normal working hours and conditions as laid down by the recognised wage fixing body of the trade concerned. We reserve the right to amend the tender price and/or rates to take account of any variation in these costs or the imposition of any new taxes occurring from whatever cause between date of tender and completion of Contract.
5.2The Customer will in addition pay for any work:
5.2.1carried out by us at his request (not being work which we originally contracted to undertake): or
5.2.2required as a result of any matter or thing which at date of tender we did not know existed and which we could not reasonably have foreseen: or
5.2.3arising from any inadequate or inaccurate instructions or drawings given to us by the Customer or arising from the Customer failing to comply with any of the Contract Terms
5.3Any additional costs payable by the Customer as a result of the matters specified in Condition 5.2 or any variation or additional work ordered or approved by or on behalf of the Customer will be charged at rates (together with a percentage in respect of overheads and profit) based on cost of goods, materials, labour, sub-contracts, transport, duties and taxes prevailing at the time work is carried out.

OWNERSHIP AND RISK

6.1.1The property in goods or materials fixed or unfixed supplied under the contract will not pass to the Customer until the price for all such goods and materials and all other sums due from the customer under the contract have been paid in full.
6.1.2The customer should convert any of such goods all materials into other goods or should such goods or materials in any way become incorporated into other goods the Customer will hold such other goods on trust for us as security for the payment in full of the price and other sums due to us from the customer under the contract.
6.1.3The Customer should be entitled to resell goods or materials supplied under the contract (whether or not prior to such resale any of such goods or materials have in any way been incorporated into other goods) in the ordinary course of his business. Where such goods or materials are resold by the customer (whether or not prior to such resale any of such goods or materials have in any way been incorporated into other goods) and at the time of such resale the property and such goods or materials or any part of them has not passed to the Customer then the proceeds of such resales (or other assets into which such proceeds have been converted) will be held by the Customer in a fiduciary capacity on trust for us and he will account to us for the same to the extent necessary to discharge the price and all other sums due to us from him under the contract.
6.1.4Without prejudice to any of our other rights (whether to damages or under the contract terms or otherwise howsoever we may at any time after the price for goods or materials or any other sum payable by the customer to us under the contract has become due and remains unpaid, recind the contract and recover the goods or materials or any of them which are still our property and may enter onto the customers premises either by our servants or agents for that purpose.
6..1.5Whether or not the price for goods or materials or any other sum has become due from the customer under any of the contract terms such price or sum will be deemed to be due from the Customer immediately on his committing any act of bankruptcy, calling a meeting (whether formal or informal) of any of his creditors or (where the customer is a body corporate) having a receiver or manager of its undertaking or any part thereof or on a resolution being passed or on a petition being presented to any court for the winding up of the Customer or on the happening of any act whatsoever or the commencement of any proceeding whatsoever relating to the insolvency or possible insolvency of the Customer.
6.2All goods or materials fixed or unfixed on site will be at the sole risk of the Customer. The cost of repairing or replacing any such goods or materials and any of the contract work which are lost, damaged or destroyed, from whatever cause, will be charged by us as additional work in accordance with the provisions of condition 5.3 and will be paid or reimbursed to us by the Customer in accordance with the contract terms.

DELIVERY

7.1We will endeavour to complete the contract or deliver goods or materials within the time agreed and if no time is agreed within a reasonable time but in no circumstances will we be liable for loss or damage of any kind whatsoever caused directly or indirectly if completion of the contract or delivery of goods or materials is delayed by reason of any cause of whatsoever kind and whenever occurring beyond our control including but not limited to any act of god, war, national emergency, act of parliament, order regulation or bylaw made under any statutory authority, industrial dispute, strike, lock out, civil commotion, fire, tempest, flood or failure to deliver or delay in delivery by any of our suppliers from whatever cause arising nor will delay arising from any such cause entitle the Customer to terminate or recind the contract.
7.2We will be entitled to make delivery of goods or materials by instalments
7.3In connection with delivery of any goods or materials no claim for damage or shortages will be considered unless we and the carrier are notified in writing within three days of delivery and no claim for non-delivery will be considered unless we are notified in writing within ten days of despatch.

INSTALLATION AND COMMISSIONING

8.1In respect of contracts where;
8.1.1site installation is included our tender assumes that such work can be carried out continuously in one visit to site.
8.1.2Commissioning is included our tender assumes that such work can be carried out in one separate visit to site.
8.2If due to causes beyond our control the matter specified in condition 8.1 are unable to proceed without interruptions, we reserve the right to charge for additional costs involved at rates provided for in accordance with condition 5.3

WORKS NOT INCLUDED

9.Unless specifically so stated the tender does not include the following items;
builders, plumbers, painters, electricians, or any other trades work; offloading, positioning, site assembly, erection and commissioning of equipment.

CUSTOMERS OBLIGATIONS

10.1The customer will at his own expense provide;
10.1.1at whatever place on the site we may require adequate and appropriate equipment and manual assistance for loading and offloading goods, materials and constructional plant together with safe covered storage for same and a workshop or suitable place for work benches and fixed tools.
10.1.2Convenient access to and about the site on roads or surfaces satisfactory for transporting the weight of goods, materials and constructional plant involved; and
10.1.3Artificial lighting and electrical current for tools, motors and welding plant, fuel, water and gas, scaffolding, scaffold towers, ladders and lifting appliances

STORAGE

11.If the customer fails to take delivery of goods or materials when they are ready for delivery we may at our option either store them ourselves or have them stored by third parties on such terms as we may in our absolute discretion think fit. In any event costs of storage, insurance, transport and double handling will be borne by the customer and these costs will be added to and form part of the price.

WARRANTY CONDITIONS

12.1For purposes of succeeding sub clauses of this condition the word “manufactured” will not be deemed to include any work carried out by us in assembling materials which are an integral part of the goods supplied or to be supplied under the contract.
12.2The goods or materials to be supplied under the contract are not manufactured by us. Accordingly although we will use reasonable endeavours to secure for the customer the benefit of any guarantee, warranty or free service or maintenance commitment which may have been given by the manufacturer or any other person in respect of any goods or materials supplied under the contract we will under no circumstances have no liability whatsoever (except liability for personal injury or death resulting from our own servants negligence) to the Customer in respect of such goods or materials other than that to use our reasonable endeavours as aforesaid and, in particular but without limiting the generality of the foregoing the Customer must accept at his own responsibility and conditions (including but not limited to returning) at his own expense to the manufacturer or such other person any goods or materials the subject of a claim) attached to any such guarantee, warranty or free service or maintenance commitment Provided Always that the exclusion and restriction of liability contained in this Clause 12.2 shall not apply where the Customer is in relation to the Contract dealing as a consumer as defined in the Unfair Contract Terms Act 1977. If the Customer is so dealing then his statutory rights against us in relation to goods and materials shall remain unaffected.
12.3If during the period of twelve months from the completion of the contract any work (which term includes assembly but does not include goods or materials supplied under the contract) carried out by us under the contract is found upon inspection by or for us to be defective under normal use and service we will free of cost of repair, or if we so wish, replace that part of the work which has been so found to be defective provided we are notified in writing as soon as possible after discovery of the defect. We will not however be liable to repair or replace as aforesaid if the work has not been properly maintained in accordance with our, or the manufacturers recommended maintenance procedure or has been subject to any misuse, unauthorised repair replacement, modification or alteration nor will we be so liable;
12.3.1In respect of any goods or materials which have not been commissioned by us or by others with our express authority or which are put into operation by the customer or by us at his request before completion of the contract work;
12.3.2As a result of frost or other extremities of weather or temperature
12.4Save as aforesaid under no circumstances will we or our servants, agents or subcontractors be liable for any loss or damage of any kind whatsoever (except liability for personal injury or death resulting from our own servants negligence) arising out of or caused directly or indirectly by any defect or omission in the contract work or by any negligence on our part or on the part of our servants, agents or subcontractors and all warranties and conditions express or implied statutory or otherwise are hereby expressly excluded provided always that such exclusion of liability so far as it relates to defects in goods and materials supplied under the contract shall not apply where the Customer is in relation to the contract dealing as a consumer (defined as aforesaid). If the customer is so dealing then his statutory rights against us in relation to such goods and materials shall remain unaffected.
12.5Without prejudice to the generality of any of the other contract terms the Customer will indemnify us against all claims, costs, proceedings, demands or liability incurred by or made against us;
12.5.1which arise from any services carried out by us but which result directly or indirectly, partially or wholly from any act or omission of the Customer or any other person; or
12.5.2arising or resulting from the death of or injury to any of our servants, agents or subcontractors while he or they are on site (being the place, wherever that may be other than our own premises, where such person or persons are performing services for the Customer) however caused otherwise than wholly through our or our servants, agents or subcontractors negligence.
12.6ancillary equipment supplied additional to the equipment in general namely condensate pumps etc. will be subject to a twelve month warranty on materials only and any labour costs incurred by ourselves resulting from any such warranty claim will be met by the customer.
12.7items supplied under this warranty are only warrantied for the remainder of the period of warranty on the goods originally supplied under the contract.

LIABILITY TO THIRD PARTIES

13.The customer will indemnify and keep indemnified ourselves, our servants, agents and subcontractors against any loss or damage of whatsoever nature, including but not limited to death of or injury to any person or persons, and however arising, incurred or suffered by us or our servants, agents or subcontractors by reason of any claim made by a third party which loss or damage would not have been incurred or suffered if the third party had been in direct contractual relationship with us or our servants, agents or subcontractors under the contract terms provided always that his indemnity shall not apply where such loss or damage arises from negligence or breach of the contract on our part or on the part of our servants, agents or subcontractors.

DESIGN ETC.

14.1Where the contract work is to the Customers design or specification the Customer warrants that such contract work does not infringe any patent, registered design or other like protection or the provision of any statute, statutory instrument or regulation for the time being enforced.
14.2We shall be under no liability whatsoever to the customer;
14.2.1where any of our suppliers varies the specification of goods or materials forming the whole or part of the contract work and we then supply to the Customer goods or materials as so varied.
14.2.2where goods or materials forming the whole or part of the contract work are no longer available from the supplier and as a result we supply to the Customer goods or materials similar to but not the same as the goods and materials specified in the contract.
14.3The customer agrees that he will aquaint himself with the requirements of all government statutory or other authorities, bodies or corporations relating to the contract work and undertakes that at all times he will comply with such requirements and will indemnify us and keep us indemnified against any liability due to a breach of any such requirements.

TERMINATION

15.1This contract will terminate immediately upon service of written notice of termination by us on the customer on any one or more of the following grounds;
15.1.1that the customer has become subject to the bankruptcy laws or has made an arrangement or composition with his creditors or otherwise taken the benefit of any act for the time being in force for the relief of insolvent debtors or has suffered or allowed any execution whether legal or equitable to be levied upon his property or obtained against him or (being a body corporate) has conveined a meeting or creditors (whether formal or informal) or has entered into liquidation whether voluntary or compulsory (except a voluntary liquidation for the purpose only of reconstruction or amalgamation) or has a receiver appointed of its undertaking or any part thereof.
15.1.2That the customer has failed to observe or perform any of his obligations or duties under the contract.
15.1.3if the carrying out of the contract work or any substantial part thereof is prevented or rendered impracticable for a continuous period of ninety days by reason of accidental damage of any kind whatsoever and however arising or by the act of default of any person other than ourselves but including the Customer.
15.2Termination of this contract in any way whatsoever will be without prejudice to the rights, obligations and liabilities of either party accrued prior to termination.
15.3Without prejudice to any of our rights to claim damages, the Customer will, on termination of contract under clauses 15.1.1 or 15.1.2 or if the customer cancels, extends or delays or papports to cancel,extend or delay the contract or fails to take delivery of any goods or materials indemnify us against any loss, damage or expense incurred by us in connection with the contract including, but not limited to the payment of the costs of any goods, materials plant or tools used or intended to be used therefore and costs of labour and other overheads including a percentage in respect of profit.

ASSIGNMENT

16. We will be entitled to assign, sub-contract or sub-let this Contract or any part thereof.

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