Terms and Conditions
1. General
The Services supplied by the Supplier is subject to the Contract. Unless expressly agreed by the Supplier in writing, any other terms, and conditions (including any which may be contained in the Purchaser’s order) are excluded. The Supplier’s record of any order placed by the Purchaser verbally shall be conclusive as to the type and quantity of services to be supplied and the point and date of delivery.
2. Validity
Unless previously withdrawn, this Contract is open for acceptance within the period stated therein or, when no period is stated, within 30 days after the date of the Letter.
3. Price
The price for the Services shall be the price set out as per the quotation.
Extra charges shall be applied in the event of additional services being required or supplied over and above the Services.
If there are any existing issues which makes the scope of the Services to be supplied wider than set out in the quotation, the additional cost to the Price will be subject to agreement in writing between the Supplier and the Purchaser and such additional sum will henceforth constitute the Price.
4. Payment
Payment of the Price by the Purchaser to the Supplier in full without retention or set off shall be due within 30 days of the date of the invoice provided by the Supplier to the Purchaser (the “Due Date”). If the Purchaser fails to comply with this clause 4 the Supplier reserves the right to suspend further delivery of the Services until all arrears have been paid.
5. Cancellation
Subject to the Supplier being paid that part of the Price for the Services delivered to the Purchaser together with all reasonable additional costs suffered by the Supplier up to the date of termination, the Purchaser may terminate the Contract for no cause.
6. Housing Grants, Construction & Regeneration Act 1996
The provisions of the Housing Grants, Construction & Regeneration Act 1996 as amended by the Local Democracy, Economic Development and Construction Act 2009 shall apply.
7. Insurance
The Price includes £250,000.00 in respect of professional indemnity insurance.
8. Exclusion/Limitation of Liability
Nothing in these conditions shall limit or exclude our liability for:
- Death or personal injury caused by our negligence or the negligence of our employees, agents, or sub-contractors;
- Fraud or fraudulent misrepresentation; or
- Breach of the terms implies by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession)
Subject to the above, the Supplier shall under no circumstances whatsoever be liable to the Purchaser, whether in contract or tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Contract; and the Supplier’s total liability to the Purchaser in respect of all other losses arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Price.
The terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Contract.
The Supplier shall not be liable for: –
- Any in-adequacy of the Services due to the failure by the Purchaser to provide full complete information in writing to the Supplier of the use to which the Services are to be put by the Purchaser; and/or
- Any existing faults or defects of whatsoever nature in the Purchaser’s site or premises to which the installation of equipment is be used by the Purchaser.
This clause 8 shall survive termination of the Contract.
9. Indemnity
The Purchaser shall hold and keep the Supplier indemnified in full against all costs, expenses, damages, and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Supplier due to any breach by the Purchaser of this Contract or any term or obligation implied by law or any statutory provision that may be in force from time to time. This clause 9 shall survive termination.
10. Termination
The Suppler may without prejudice to its other rights and remedies determine this Contract or any unfulfilled part of it, or withhold further deliveries of the Services if the Purchaser: –
- Fails to make any payment of the Price by the Due Date.
- The Purchaser purports to cancel or suspend or commit any breach of this Contract.
- The Purchaser becomes insolvent or make any composition with your creditors or have a receiver appointed of all or part of your undertaking or assets or go into liquidation.
11. Copyright
The copyright in all drawings, reports, specifications and other documents prepared and provided by or on behalf of the Supplier under this Contract shall remain vested in the Supplier but the Purchaser shall have a licence to use the documents only for the purposes relating to the project, save that such licence shall not enable the Purchaser to reproduce the designs contained in the documents for any extension of the project in respect of which we have not been appointed. The Supplier shall have no responsibility for any documents or other information provided to it by third parties. The Purchaser shall not be able to make use of the documents for any other purpose in connection with other projects without the Supplier’s prior written consent. The Supplier shall not be liable for any use by any person of the documents for any purpose other than that for which the same was prepared by or on behalf of the Supplier.
12. Confidentiality
The Purchaser shall treat all confidential information belonging to the Supplier as confidential and safeguard it accordingly and shall not disclose any confidential information without the Supplier’s prior written consent. This clause 12 shall survive termination.
13. Force Majeure
The Supplier shall not be liable to the Purchaser as a result of any delay or failure to perform its obligations under this Contract if and to the extent such delay or failure is caused by an event or circumstance which is beyond the Supplier’s reasonable control.
14. Assignment
The Purchaser shall not assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under this Contract without the Supplier’s prior written consent.
15. Notices
Any notice or other communication required to be given under or in connection with this Contract shall be in writing and shall be delivered to the other party by pre-paid first-class post.
16. Waiver
No delay, neglect, or forbearance on the Supplier’s part in enforcing against the Purchaser any term or condition of this Contract shall either be or be deemed to be a waiver or in any way prejudice any right of the Supplier under this Contract.
17. No Partnership
Nothing in this Contract is intended to, or shall be deemed to, constitute a partnership
at law, of any kind between the parties.
18. Contracts (Rights of Third Parties) Act 1999
A person who is not a party to this Contract shall not have any rights under or in connection with it.
19. Variation
Any variation, including any additional terms and conditions, to this Contract shall only be binding when agreed in writing and signed by the Supplier and the Purchaser.
20. Severance
If any provision in this Contract shall in whole or part be held to any extent to be unlawful or unenforceable under any enactment or rule of law, the remainder of the provisions shall stand in full force and effect.
21. Statutory Requirements
The Supplier and the Purchaser shall comply with all statutes, orders, regulations, or bye laws applicable to the performance of this contract and shall indemnify the other against all losses, claims or liabilities, expenses, proceedings or otherwise because of the other party’s non-compliance with the same.
22. Governing Law and Jurisdiction
This Contract shall be governed by, and construed in accordance with English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
23. Waste
The Supplier shall not take any responsibility for any waste produced in providing the Services and the Purchaser shall take full responsibility for the disposal of any such waste.
