For all our tenders and orders, the following terms and conditions will apply, unless otherwise agreed in writing and the acceptance of our tender includes the acceptance of these conditions by the purchaser. If any modification of a particular condition is agreed upon, the remaining conditions are nevertheless to apply in so far as they are not specifically excluded.
On our receipt, acceptance and confirmation of a written order all previous agreements in connection therewith, whether written or verbal, are automatically cancelled. Subsequent additions or alterations are also to be confirmed in writing.
We can not accept any liabilities incurred under a contract wherever and to the extent of which the fulfilment of our obligations is prevented, frustrated or impeded as a consequence of conforming to any statute, rules, regulations, import and export restrictions, or as a result of strikes or look outs, fire, accident or civil disturbance, action of elements, national calamity Act of God, orders or requisitions by any Government Department, Council or other competent authority. We undertake, however, to make every endeavour within our power to overcome difficulties arising in connection therewith.
Unless previously withdrawn, our tender is open for acceptance within 30 days from the date of unless otherwise stated, and is subject to our confirmation at the time of such acceptance.
The acceptance of our tender must be accompanied by sufficient information to enable us to proceed with the work; otherwise we are at liberty to amend our prices to cover any increase in cost for alterations which have taken place after acceptance.
4. Limits of Contract
Our tender includes only such goods accessories and work as are specified therein.
Any times quoted for despatch are to date from receipt by us of a written order to proceed and of all necessary information and drawings, licences, permits and authorisations necessary to enable us to put the work in hand. All such times are to be treated as estimates only not involving any contractual obligation unless we have specifically contracted in writing to despatch within a specified time or by a specified date. Any such contractual obligation is subject to our not being delayed by instructions or lack of instructions or by industrial dispute or by any cause whatsoever beyond our reasonable control. Orders cannot be cancelled an account of overdue delivery.
For goods for delivery in the U.K., unless otherwise specified in our tender, the price quoted includes delivery by any method of transport of our option.
Forwarding instructions should be received by us preferably with the order but in any case in ample time before the first date for delivery. If after completion of the goods, shipment is delayed for double handling, insurance during storage etc. will be charged to the Purchaser.
7. Extra Costs
In the event of the suspension of the work by the Purchaser’s instructions or lack of instructions the contract price shall be increased to cover any extra expense thereby incurred by us.
Duties or Taxes (other than import duty) wherever imposed are not included unless expressly stipulated on our tender, but if include, are always based upon the tariffs in force on the date of the tender, tariff, duty or tax on the date of the tender and the date when such tariff duty or tax is actually incurred.
Goods of foreign origin are included in our tender at prices based upon the appropriate rate of foreign exchange current at the time of quoting and we reserve the right to adjust all prices by any variation in such rate.
The price quoted in our tender, is based upon the labour rates, the price of materials, the rates of insurance and transport, and the statutory obligations and Government regulations prevailing at the date of tender. If, at any time between the date of tender and the date on which the work under the contract is completed, there is any increase or decrease in the rate of wages paid by us, or in the price of any of the materials, or in insurance or transport rates, or in the cost of complying with any statutory obligations or Government regulations, or if there are similar increases or decreases in the price which we are called upon to pay to our suppliers or sub-contractors, then in any such event we reserve the right to adjust all prices accordingly.
8. Standards and Technical Information
Unless otherwise specified in our tender or order confirmation, machinery and apparatus will be of our suppliers standard their design and manufacture, carefully inspected and, when practicable, submitting to their standard tests at the works before being despatched.
Drawings, illustrations and specifications remain ours and the suppliers’ property and must not be communicated to a third party without our previous written permission. Neither has the prospective Purchaser the right to disclose any information contained therein to a third party without our previous written consent. Drawings, illustrations weights and cubic measurements in connection with our tender or contained in our lists are not binding as to dimensions or details unless specifically stated by us.
Where erection is including by us the following conditions will apply unless otherwise agreed:
a. Free, dry, unrestricted and continuous access to the site shall be provided by the Purchaser.
b. The Purchaser shall provide free of charge and in good time proper foundations, supports, pipe hangers, cranes and lifting tackle, labour to assist in loading and lifting up, scaffolding lighting, power, water, steam, under cover storage and toilet facilities, as required for the erection and commissioning. No mason’s bricklayers’ excavators or builders’ work of any kind whatsoever is include by us.
c. Proper provision shall be provided in the overall construction schedule for our part of the work and once commenced the work shall continue without interruptions and at one visit to site.
We reserve the right to charge costs for interruptions outside our control to the Purchaser.
10. Taking Over
Where erection is included by us the plant shall be deemed to have taken over by the Purchaser when the erection is completed or on completion of tests on site when included, or one calendar month after it shall have been put into operation (which is the earlier). Taking over shall not be delayed on account of additions, omissions or defects which do not materially affect the operation of the plant.
Any performance figures given by us are based on our experience and are such as we expect to obtain on tests. We will, however, accept no liability if those figures are not obtained unless we specifically guarantee them under an agreed sum, as liquidated damages, subject to the recognised tolerances and refection limits applicable to such figures. We are to be given reasonable time and opportunity to comply with the terms of the guarantee before being called upon to pay any sum in respect of any such liquidated damages. The Purchaser is responsible for ensuring that the goods stipulated by him are sufficient and suitable for his purpose.
12. General Liability and Maintenance Guarantee
All machinery and apparatus supplied by us is guaranteed by the manufacturer to be of high grade material throughout and of good and careful workmanship, in such a manner that we undertake to correct to our supplier and make good any defect or defects, which may develop under normal and proper use within the guarantee period and which are due solely to faulty design, material or workmanship, provided always that we are notified immediately the defect is discovered and that such defective parts are promptly returned to our works or store, all charges prepaid. The repaired or new parts will be delivered free on rail in the U.K or in the case of goods for export fob.Port of shipments. Defective parts thus replaced remain our property. Unless otherwise stated in the tender or order confirmation, the guarantee period is twelve months for all ordinary machinery and apparatus operated under normal conditions. The guarantee period is reckoned from the date delivery is made, or if delivery cannot be made on account of delays caused by circumstances beyond our control, from the date the goods are ready for despatch from our suppliers Works. Where erection is included by us the guarantee period is reckoned from completion of erection. All liability on our part ceases at the termination of the guarantee period. Goods supplied by us but not of our manufacture are covered only by the suppliers’ own guarantee, if any. This is normally 12 months from the date it is received. Our liability is in all cases limited as provided in these conditions and does not extend to consequential damages, either direst or indirect, nor to expenses or repairs or replacements, or otherwise, paid or incurred without authority, we accept no liability for defects or depreciation caused by damaged in transit, wear and tear, accidents, lighting, dampness, neglect, misuse or other abnormal conditions, due directly or indirectly to circumstances beyond our control. Our guarantee shall be accepted by the Purchaser in lieu of any liability whether under warranty or condition express or implied by law or otherwise.
13. Prices and Payments
Unless otherwise expressly agreed prices are strictly nett. If from any cause beyond our control we are unable to despatch the goods payments of the contract value of the goods shall be due upon presentation of invoices and notification from us that goods are ready for despatch. Subject to our lieu for unpaid purchase money the goods shall become the Purchasers property on delivery to site, or on notification by us that the goods are ready for despatch, whichever shall be the earliest, and the goods shall thereafter be at risk of the Purchaser.
If payment is not made on the due date the company shall have the right to charged interest on any sums not so paid. Such interest shall be calculated on a day to day basis on the amount outstanding at the rate of 1% above the arithmetic average, for each day, of the base rates for lending of the London Clearing Banks.
14. Legal Interpretation
The contract shall in all respect to construed and operate as an English Contract and in conformity with English Law unless otherwise agreed, is subject to the jurisdiction of the English Courts.
15. Insurance Limitations
The company holds Employers liability to the value of £10,000,000, Public and Products to £5,000,000 and professional indemnity to £1,000,000. Indemnity up to the Limit of Liability (save where the limit of cover for any particular section is otherwise expressly provided for any liability incurred in the ordinary conduct of our Professional Business and arising from any Claim first made during the Period of Insurance for damages: 1.1 for breach of Professional Duty including any duty to warn; 1.2 for Defence costs and expenses but only in respect of the direct costs incurred by the claimant of: a) repairing or replacing anything designed or specified by the company and b) re-performing or completing services provided or contracted to have been provided by the company.