Terms & Conditions

• Interpretation

1. 1. In these Conditions:-

1. Any reference in these conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
2. Any reference to any English legal concept or term shall, where relevant, be deemed to apply to the   nearest   analogous   concept   or   term   in   any   other jurisdiction.

• Basis of the Sale

1. 1. The Supplier shall sell the Goods and/or Services in accordance with any written quotation of the Supplier which is accepted by the Buyer or written order of the Buyer which is accepted by the Supplier, subject in either case to these Conditions.
   2. These Conditions shall govern the Contract to the exclusion of any other terms and conditions.
   3. No variation to these Conditions shall be binding unless agreed in Writing by an authorised representative of the Supplier.

1. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
2. If there is any conflict or ambiguity between the terms of the documents which form part of the Contract, the following order of priority shall apply:
   1. Order confirmation;

1. special conditions (if any); and
   
2. these Conditions.

• Orders and Specifications

1. 1. No order submitted by the Buyer is accepted by the Supplier unless confirmed in Writing by the

Supplier’s authorised representative or delivery of the Goods and/or Services by the Supplier.

1. The Buyer is responsible for ensuring the accuracy of the terms of any order (including any applicable specification) and for giving the Supplier any necessary information relating to the Goods and/or Services within a sufficient time to enable the Supplier to perform the Contract in accordance with its terms.
2. The quantity, quality and description of and any specification for the Goods and/or Services are those set out in the Supplier’s quotation or the Buyer’s order (to the extent accepted by the Supplier).
3. The Supplier gives no warranty that any Goods based on the specification of the Buyer will be fit for their intended purpose.

1. No order which has been accepted by the Supplier may be cancelled by the Buyer, except with the agreement in Writing of the Supplier and on terms that the Buyer indemnifies the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used and any fees of any professional advisor), damages, charges and expenses incurred by the Supplier as a result of cancellation.
2. All drawings, designs, specifications and other information provided by the Supplier are confidential and all rights of copyright ownership and other intellectual property rights in respect of them shall remain vested in the Supplier and shall not pass to the Buyer unless agreed otherwise in Writing.
3. The Supplier reserves the right to amend any specification for the Goods and/or Services in order to comply with any applicable law or regulatory requirement or if the amendment will not materially affect the Goods or Services. The Supplier will notify the Buyer in any event.

• Price of Goods and Services

1. 1. The price of the Goods and/or Services shall be the price specified on the Supplier’s confirmation of order or, if none, the price specified in the Supplier’s quotation or, if none, the Supplier’s published price list current at the date of supply of the Goods and/or Services. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer.

• Terms of Payment

1. The Supplier may invoice the Buyer at any time for the price of the Goods and/or Services or part of it and, without limitation, may invoice the Buyer in respect of any instalment of an order. Unless the Supplier specifies otherwise, the Buyer shall pay the invoice (in full without any set off, deduction or counterclaim) within 30 days of the date of the invoice. Time for payment shall be of the essence of the Contract.

1. If the Buyer fails to make payment to the Supplier on the date(s) due for payment, the Supplier shall be entitled to charge interest on all outstanding sums due and payable until payment of the overdue sums, whether before or after judgment at the rate of 4% a year above Lloyds Bank plc base rate from time to time (Base Rate). Notwithstanding Base Rate, the minimum rate of interest payable on overdue sums shall always be not less than 4% a year. Such interest shall accrue daily.
   
2. The Contract is divisible. Each delivery of the Goods or provision of the Services on each occasion under the terms of the Contract shall be deemed to be a separate contract between the parties and the Supplier shall be entitled to invoice separately on each occasion.

1. If the Buyer fails to make any payment by the due date or the Supplier has reasonable grounds for believing that the Buyer will not make any payment then, without prejudice to any other right or remedy available to the Supplier, the Supplier may terminate the Contract and/or suspend any further deliveries or Services to the Buyer.

• Delivery and Performance

1. 1. Any dates quoted for delivery of the Goods and/or Services are approximate only and the Supplier shall not be liable for any delay in delivery of the Goods and/or Services.
   2. If the Supplier fails to deliver the Goods or Services (or any instalment thereof) and the Supplier is liable under these Conditions, the Supplier’s maximum liability to the buyer shall be the difference (if any) of the cost to the Buyer of similar goods or services to replace those not delivered or performed over the agreed price of the Goods or Services.
   3. If the Buyer fails to take delivery of the Goods or fails to give the Supplier adequate delivery instructions then, without prejudice to any other right or remedy available to the Supplier, the Supplier may store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage and redelivery and/or sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
   4. The Supplier reserves the right to appoint sub-contractors or other third parties as it deems appropriate to perform some or all of the Services.

• Risk and Property

1. 1. 1. Risk of damage to or loss of the Goods shall pass to the Buyer at the date of delivery or, if the Buyer wrongfully fails to take delivery, at the date when the Supplier has tendered delivery of the Goods. The Buyer shall insure the Goods accordingly.
      2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Supplier has received in cleared funds payment in full of the price of the Goods, together with any other amounts due and payable to the Supplier under any other Contract.
      3. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Supplier’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Supplier’s property, and shall not be entitled to dispose of the Goods.
      4. Until such time as the property in the Goods passes to the Buyer, the Supplier may at any time require the Buyer to deliver up the Goods to the Supplier and, if the Buyer fails to do so forthwith, enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

• Warranties

1. 1. Subject to the conditions set out below, the Supplier warrants to perform the Services with reasonable skill and care and in a good and workmanlike manner. The Supplier does not agree to perform any design services as part of the Services.
   2. The warranties set out in clause 8.1 are given by the Supplier subject to the following conditions:
      1. the Supplier shall be under no liability in respect of any defect arising from any drawing, design or specification supplied by the Buyer;
      2. the Supplier shall be under no liability in respect of any defect or restriction of the existing structure, abnormal working conditions failure to follow the Supplier’s instructions (whether oral or in Writing).
         
   3. Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Without limitation, the Supplier does not warrant the accuracy or otherwise of any design, drawing, specification, instructions, other information or advice that it provides as part of the Services and/or as ancillary information in relation to the Goods and Services.
   4. Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification and/or any claim by the Buyer which is based on any alleged failure in the provision of the Services shall be notified in writing to the Supplier within 7 days of delivery of the Goods or performance of the Services or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure but in any event within 3 months of delivery and/or performance of the Services.
   5. The Supplier shall determine in its absolute discretion whether a claim is valid under this clause

8. Where any valid claim is made in accordance with this Clause 8, the Supplier may replace or repair the Goods (or the part in question) or re-supply the Services (or the part in question) free of charge or, at the Supplier’s sole discretion, refund to the Buyer the price of the Goods or Services (or part of the price).

1. The Supplier shall have no liability to the Buyer other than as set out in clause 8.5. General Liability
2. Notwithstanding anything else in this Contract, a party to the Contract does not limit or exclude its liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation.
3. The Supplier shall not be liable to the Buyer for any indirect or consequential loss including but not limited to: loss of contracts, profits, anticipated savings, revenue, business, stoppage to other work or indirect or consequential loss (including, without limitation, loss of business, loss of reputation and loss of goodwill) (whether caused by the negligence of the Supplier, its employees or agents or otherwise) in connection with this Contract.
4. Notwithstanding any other provision in the Contract (save for Condition 8.7), the entire liability of the Supplier under or in connection with the Contract (whether in contract, tort, negligence or otherwise) shall not exceed the sum paid to the Supplier by the Buyer for the Goods or the Services (or both, where both Goods and Services are to be supplied) which are the subject of the claim in question by the Buyer.
5. The Supplier shall not be liable for any breach of its obligations to the extent that the Supplier is prevented or hindered from complying with them by an event of Force Majeure.

• Insolvency of Buyer

1. 1. Without prejudice to any other right or remedy available to the Supplier, the Supplier may cancel the Contract or suspend any further performance without any liability to the Buyer if the Buyer is unable to pay its debts, makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation or the Supplier reasonably believes that any of the foregoing events is about to occur in relation to the Buyer and notifies the Buyer accordingly.

1. If the Goods and/or Services have been delivered but not paid for and the Supplier cancels the Contract under Condition 5.2 and/or Condition 9, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

• Non-Poach

1. 1. The Buyer undertakes to the Supplier and agrees during the term of the Contract and for a period of nine months following termination (howsoever arising), not to (whether directly or indirectly):
      1. solicit or entice or endeavour to solicit or entice away from the Supplier any employee of the Supplier; or
      2. offer to employ or engage or otherwise facilitate the employment of any employee of the Supplier.
         
   2. If the Buyer employs or engages any employee or sub-contractor of the third party, or otherwise solicits or entices away any employee or sub-contractor, the Buyer shall pay to the Supplier an amount representing 100% of the employees’ gross annual salary, without prejudice to any other right or remedy the Supplier may have against the Buyer.

• General

1. 1. Each party acknowledges that, in entering into this Contract, it does not do so on the basis of and does not rely on any representation, warranty or other provision except as expressly provided in this Contract and all conditions, warranties or other terms implied by statute or common law are excluded. This condition shall only apply to the extent permitted by law.
   2. Any notice required or permitted to be given by either party to the other shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
   3. Both parties shall at all times comply with the Data Protection Legislation. In this clause 11.3, “Data Protection Legislation” shall mean the Data Protection Act 2018 and the General Data Protection Regulation or any successor legislation or regulation relating to data protection. Both parties agree to co-operate with one another at all times in relation to the parties’ obligations arising out of the Data Protection Legislation and the Buyer shall comply with all reasonable instructions issued by the Supplier.
   4. No waiver by the Supplier of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
   5. If any provision of the Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
   6. A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
   7. The Contract shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts.