1. DEFINITIONS
2. ORDER ACCEPTANCE
3. VALIDITY
4. PRICE
5. PAYMENT TERMS
6. DELIVERY
7. RETENTION OF TITLE AND RISK
8. DAMAGE OR LOSS IN TRANSIT
9. FORCE MAJEURE
10. CANCELLATION OF AN ORDER
11. LIABILITY & LIMITATION OF LIABILITY
12. DRAWINGS AND SPECIFICATIONS
13. INSTALLATION
14. CONFIDENTIALITY
15. ACCEPTANCE
16. WAIVER
17. HEADINGS
18. MAINTENANCE
20. NOTICES
21. LAW
1. DEFINITIONS
”The Company” means Flue Gas Treatment Limited.
”The Customer” means the person, firm, or company who the quotation has been addressed to.
”The Equipment” means the goods to be purchased by the Customer under the Contract in which these terms and conditions are incorporated (”the Contract”).
2. ORDER ACCEPTANCE
(a) No order will be considered binding on the Company until
(i) it is officially accepted in writing by a duly authorised representative of the Company; and
(ii) until the Company has received a satisfactory credit clearance; and
(iii) the deposit invoice has been paid in full by the customer, including any taxes or insurances on those sums.
(b) The Conditions may not be modified or varied unless the Company agrees in writing under the signature of the Managing Director or duly authorised representative.
The Company does not recognise any terms and conditions of contract whether supplied by the Customer or otherwise, unless they are expressly agreed in writing by the Company. Execution of, compliance with, or implementation of orders does not imply acceptance of the Customer’s conditions. Acceptance of the equipment by the Customer shall be deemed to be unqualified acceptance of the Company’s conditions if such acceptance has not otherwise occurred.
(c) The Customer must accompany the order with sufficient information, including any necessary engineering or other instructions, completed technical specification, to enable the Company to progress with the Contract forthwith, otherwise the Company may amend the prices quoted to cover any increase in cost which has taken place, and extend the time of delivery of the Equipment. The Company does not accept any responsibility for material specifications supplied by the Customer, for which the Customer must provide adequate information for a full assessment of the specification to be undertaken. This to include a minimum of temperatures, combustibility, toxicity or other H&S information, maximum and minimum dimensions, bulk density and flow properties which may be encountered during both normal operating and system stop or shut down procedures, where the Customer deems it essential to the design or specification of the Equipment to be supplied by the Company.
3. VALIDITY
Unless otherwise stated, all quotations by the Company are valid for 30 days from date of quotation. After expiry of this period, all quotations may be reviewed or withdrawn at the discretion of the Company.
4. PRICE
(a) The prices for the equipment shall be those agreed in writing at the date of the acceptance of the order.
(b) In the event that the delivery lead time for one or any number of items is more than three months the Supplier reserves the right to vary the price relating to those items to take account of variations in cost (including but not by way of limitation, cost of materials, labour, transport and any tax, fee or charge imposed by any Government or other authority, currency fluctuations, or in the rate of import duty payable on such goods taking effect between acceptance of order and delivery).
(c) All prices quoted are exclusive of Value Added Tax or other statutory sales tax, which shall be charged in addition at the rate applicable at the time of invoicing. The responsibility for the Value Added Tax on orders being exported outside of the European Union which may become payable due to changes in the delivery or Contract will be Customer’s responsibility.
(d) Unless specifically included, all prices in the Company’s quotations are ex-works in the United Kingdom. By placing an order, the Customer accepts liability for the cost of loading, unloading, and transportation, whether quoted separately or not.
(e) Unless specifically included, all prices in the Company’s quotations are supply only and do not include installation or commissioning. All items necessary to effect installation are excluded unless specifically included.
(f) Unless specifically included, all prices in the Company’s quotations exclude electrical wiring or control. Motors and switches may be offered by the Company, but this does not infer any responsibility on the Company for the connection of these items. No responsibility is accepted by the Company for the compliance of any wiring, or required safety switching which may be required on the equipment supplied by the Company and wired or controlled by others.
5. PAYMENT TERMS
(a) Unless agreed otherwise, except in the case of payments due immediately on the acceptance of an order, the Company will invoice the Customer for the Contract Price in the following manner:
40% of the Contract Price with order and acceptance of terms.
40% of the Contract Price on completion, and offered for inspection prior to dispatch.
20% of the Contract Price on monthly account.
(b) All invoices must be paid not later than the last day of the month following on from the date of invoice. In the event of default in payment by the due date the Company reserves the right to charge compound interest on money overdue accruing daily at the rate of 2% per month and to suspend delivery or terminate the contract in respect of any goods to be delivered or services to be provided and / or services to be provided and / or terminate any other order received by the Supplier from the Customer. The contract period will not commence until the amount with order has been paid, including design and specification of the equipment, which receipt of such payment in the bank account of the Company shall be deemed the start date of the Contract.
6. DELIVERY
(a) Whilst the Company will use reasonable endeavours to conform to any delivery date quoted no liability is accepted for delay in despatch or delivery. Delivery period quoted will commence from date of order acceptance and receipt of any payments which may be required with that order.
(b) If the Customer is unable or unwilling to accept delivery of goods at the agreed delivery date the Company reserves the right to render invoices for such goods and to arrange for their storage on behalf of the Customer. In that event the Company
may charge the Customer the reasonable costs (including insurance, loading and transport) of such storage until delivery to the customer’s required delivery address can occur.
(c) Delivery shall be delivery of Equipment to the Customer’s site or other specified location.
7. RETENTION OF TITLE AND RISK
(a) Property in the Equipment shall not pass to the Customer until the Company has received the full price for the Equipment, but risk will pass on delivery. Until the transfer of the property in the Equipment to the Customer, the Customer shall hold the Equipment as bailee. In the event of non-payment in full by the due date or of any act of bankruptcy, or in the case of a Company, liquidation or the appointment of a receiver or administrator, the Supplier shall be entitled to enter any premises or vehicles of the Customer and disconnect and remove any or all of the Equipment during normal business hours. Nothing in this condition shall confer any right upon the Customer to return or procure the return of the Equipment to the Company nor create any agency between the Company and the Customer.
(b) The Company will in no circumstances be liable to the Customer for loss or damage to the Equipment, however caused, after delivery to the Customer.
(c) Notwithstanding the Company’s property in the goods the Customer shall be entitled to dispose of the goods in the course of business and to pass good title thereto to his Customer; in the event of such disposal, the proceeds of sale of such goods shall be held on trust for the Company, save to the extent that such proceeds exceed the aggregate of the amount owing by the Customer to the Company.
(d) All goods delivered by the Company will remain the property of the company until the debts owed to the Company by the Customer, including any balances existing, are settled.
(e) Under the Company’s retention of title, the equipment may be removed from site. This includes disconnection from other equipment not supplied by the Company, and may include, but is not limited to the unbolting of connections, the removal of flexible connections and the cutting of welds, or where appropriate cutting material at the closest possible junction of the equipment supplied by the Company.
8. DAMAGE OR LOSS IN TRANSIT
All goods are packed carefully to ensure safe carriage in the Supplier’s standard packaging which is not suitable for storage. The Customer shall not unpack the goods unless previously so agreed with the Company, but shall inspect the goods on delivery (or in any event within seven (7) days of delivery) for apparent loss or shortage or visible damage, and shall sign the carriage advice note accordingly. In no circumstances will the Company accept any claim from the Customer that the goods were not delivered in accordance with the carriage advice note after a period of longer than seven (7) days from delivery.
9. FORCE MAJEURE
The Supplier shall be relieved from liability under this contract if and to the extent that it shall be unable to carry out all or any of its obligations hereunder owing to wars, strikes, non-availability of any goods or any other cause beyond the Company’s control.
10. CANCELLATION OF AN ORDER
The Company may at its absolute discretion allow the Customer to cancel an order or part of any order but in that event may make an appropriate cancellation charge to cover reasonable costs, expenses and losses incurred, the cancellation charge being a minimum of 20% (twenty per cent) of the cancelled order or portion of the order.
11. LIABILITY & LIMITATION OF LIABILITY
(a) The Company warrants that the equipment delivered pursuant to this agreement shall be free of defects in materials and workmanship at the date of acceptance by the Customer. The above warranty shall be in lieu of all conditions and warranties, expressed or implied as to the quality or fitness for any purpose or merchantability, in respect of the goods.
(b) The Company shall indemnify the Customer and keep the Customer fully and effectively indemnified against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of the Company, its employees, agents or sub-contractors. Except in respect of injury to or death of any person (for which no limit applies) the liability of the Company under this sub-clause in respect of each event or series of connected events shall not exceed £250,000 or the value of the order whichever is the less.
(c) Notwithstanding anything else contained in this Agreement the Company shall not be liable to the Customer for loss of profits or contracts or other indirect or consequential loss whether arising from negligence, fraud, breach of contract or howsoever caused.
12. DRAWINGS AND SPECIFICATIONS
Unless otherwise stipulated all specifications , drawings and particulars of weights, dimensions and performance submitted with the Company’s proposals are approximate only and the description and illustrations contained in electronic or other printed matter are intended merely to present a general idea of the goods described and none of these shall form part of the Agreement.
13. INSTALLATION
Where the Company is responsible for installation:
(a) The Supplier will carry out a survey of the installation site in advance of delivery to advise the Customer of its suitability, including but not limited to the provision of suitable electric power, lighting, space for service access and equipment operation, and absence of damp and dust. The Customer shall promptly provide such drawings and plans of the site and structures of the site as may be necessary free of charge for the survey.
(b) The Customer shall be responsible for carrying out at its expense the structural and electrical work advised in the site survey report, in advance of the agreed delivery date, including where necessary the obtaining of planning permission and wayleaves.
(d) Where installation is delayed by the Customer by more than 30 days from the agreed date, the Company shall be entitled to invoice the Customer the whole of the Contract Price for the delayed system, and to levy an additional charge on the Customer for installation support.
(e) The work of other trades including but not limited to cutting away and making good walls, ceilings, floors, other equipment , etc., and for any reinstatment is excluded from the Contract.
(f) Except where expressly otherwise provided, installation prices are quoted on the assumption that work is carried out during normal working hours and proceeds without hindrance to completion. The normal working hours are 08:00 to 17:30 Monday to Thursday and 08:00 to 16:00 Friday.
14. CONFIDENTIALITY
The Company and the Customer shall use reasonable and normal care not to disclose at any time whether during the continuance of the Contract or after its termination to any person, firm or corporation any confidential information belonging to the other party in any manner whatsoever, including information which relates to the Customer’s know-how, data, drawings or specifications except:
(i) to the extent that the receiving party can show that the information is publicly available, through no fault of the receiving party;
(ii) to the extent that the receiving party can show that the information was in its possession prior to the date of disclosure by the disclosing party;
(iii) where the party whose confidential information has been disclosed has previously given its written consent to the disclosing party to disclose the information to the receiving party;
(iv) to the extent that the receiving party can prove that the information has been independently developed within its own organisation;
(v) where the information is lawfully received from a third party which is lawfully in possession and free to disclose the information.
Nothing in this clause shall prohibit the Company from supplying the same or similar Equipment and Software to other parties.
15. ACCEPTANCE
(a) The Customer and the Company shall carry out tests on completion to show that the Equipment performs as specified when installation is completed. Such tests on completion shall be reasonable and as agreed between the Customer and the Supplier prior to order acceptance or to delivery. Any tests of the Equipment other than those normally carried out by the Company which may be requested by the Customer may be the subject of extra charges.
(b) Where the Company is not responsible for Installation, Acceptance of the Equipment will be deemed to have occurred on delivery in accordance with Condition 6.
16. WAIVER
No waiver of any breach of this Agreement shall be held to be a waiver of any other or any subsequent breach. The failure of any party to this Agreement to enforce at any time the provisions of this Agreement shall in no way affect its validity or the future rights of that party to enforce any provision.
17. HEADINGS
The headings of the terms and conditions are for convenience of reference only and do not form part of these Conditions nor affect its interpretation.
18. MAINTENANCE
Should the Customer require ongoing maintenance, this will be subject to a separate agreement between the Supplier and the Customer.
20. NOTICES
Any notice purported to be given under the Contract by the Company to the Customer shall be deemed to have been duly served and have been received by the Customer in due course of post, if sent by the Company by pre-paid letter post addressed to the Customer at the Customer’s last known address, or by evidence of electronic transfer of email.
21. LAW
The Contract shall be construed and operate as an English Contract, subject to the jurisdiction of the English Courts and in conformity with English Law.