Standard Terms and Conditions of Contract of FP Engineering Ltd
In these terms and conditions all references to 'the Company' shall be construed as meaning FP Engineering Ltd, trading in their own name. The expression 'the Customer’ shall be construed as meaning the party with whom the Company is contracting for the provision of goods and materials and/or service.
Save where the Company shall otherwise agree in writing these terms and conditions shall apply without alteration or variation to all contracts for the provision of goods materials and/or services entered into by the Company. No servant or agent of the Company acting on his own shall have the power to vary or alter or any way vary these terms and conditions. Any attempt by the customer to vary these conditions whether by negotiations or in a document of his own shall be of no effect.
Any order received from a customer in pursuance of a quotation, tender or otherwise and whether made orally or in writing shall be deemed to be an offer to contract and no valid or binding contract shall be effected unless and until the Company shall have despatched its written acceptance of a Customer's order.
All quotations and tenders are made in good faith and are subject to the availability of materials, All quotations and tenders are made on the basis that the customer will bear the responsibility for obtaining all necessary permissions, licences and other consents to enable the execution of the contract works.
Time of Delivery and/or Completion
Unless otherwise expressly agreed by the Company in writing, times quoted despatch or delivery must be computed from the date at which the Company gives written acceptance of the customer's order. All times quoted whether for delivery of goods and materials or completion of the contract works are estimated only. Whilst the Company will endeavour to meet times as stated, the Company shall not be liable for any loss arising from failure to deliver or complete at the times quoted or any agreed extension thereof.
Prices stated in any tender or quotation are based on rates, costs and conditions of labour, costs of materials and transport obtaining at the date of quotation and may be subject to alteration at the discretion of the Company in the event of any increase or decrease in these direct costs to the Company. Save as otherwise provided in these conditions, the contract price shall be as stated in any quotation/tender unless varied by written agreement with the customer.
Value Added Tax
Unless otherwise expressly stated all prices quoted are exclusive of tax and value added tax or such other purchase tax as may be in force from time to time must be added where applicable.
Unless otherwise agreed in writing, the terms of payment for all contracts entered into will be:
Orders below GBP Pounds 15,000.00 (or equivalent in US$ or Euros) 100% Advanced Payment with order.
Orders from GBP Pounds 15,000.00 to GBP Pounds 100,000.00 (or equivalent in US$ or Euros) 50% Advanced Payment with order and 50% by TT against Shipping Documents to be couriered to the Buyers Nominated Local Bank.
In cases where payment is to be paid by TT this should be done within 48 hours of receipt of the shipping documents.
All overdue payments shall bear interest calculated at the rate of 2% per annum above the base rate of the National Westminster Bank plc from time to time in force.
Reservation of Title
Ownership in goods and materials will not pass to the customer until payment for the goods has been received by the Company in full. Until the time of actual payment to the Company of the total amount owing in respect of goods the Customer shall keep the goods as bailee for the Company and shall store the goods in such as way that they are separately identifiable; nevertheless prior to the time of actual payment for the goods the customer is entitled to use the goods in the normal course of business (or to resell the goods to third parties in the normal course of business) on the condition that the goods or any articles manufactured from or incorporating the goods and any amounts received from third parties for the goods or articles manufactured from or incorporating the goods are held by the Customer as bailee for the Company pending payment in full to the Company and the customer hereby assigns to the Company all rights and claims that the customer has against any such third party. The customer's rights to use the goods or to resell the same or any article manufactured from or incorporating the goods may be terminated forthwith upon the appointment of any receiver or liquidator of the Customer. Nothing herein contained shall give the Customer the right to reject the goods or to rescind or repudiate the contract or refuse to pay for goods in accordance with the contract
Warranty: Limit of Responsibility
The Company warrants in relation to machinery and equipment of the Company's manufacture that it will supply free of charge and replacements for any parts that fail owing to faulty material or
workmanship within 12 months of delivery of the same to the Customer's site. If when started, machinery or plant supplied by the Company should for any reason for which the Company is responsible fail to perform as specified it will endeavour to remedy the defect as soon as possible. The Company warrants in relation to goods and machinery not of the Company's manufacture (including but not limited to parts and component supplied by others for goods manufactured by the Company) that it will so far as it is able to do so give the Customer the benefit of any express guarantee or warranty by the manufacturer or supplier of such goods and of any other rights which the Company has against the manufacturer or supplier. The customer's remedies in respect of any claim under the foregoing express warranty or against any manufacturer or supplier as aforesaid or any claim under any condition or warranty implied by law or any other claim in respect of the goods and/or machinery or any workmanship in relation thereto (whether or not involving negligence on the part of the Company in relation to goods and/or machinery of the Company's manufacture be limited to repair or replacement of the aforesaid and any conditions or warranty implied by law shall cease to apply after the expiry of the warranty period in all other cases be limited to the enforcement of the above mentioned liabilities of the manufacturer or supplier.
Otherwise than provide herein, Company shall not in any circumstances be liable for damage, compensation, costs, expenses, losses and other liabilities, whether direct or consequential and any other remedy which would otherwise be available and/or is hereby excluded except to the extent that such exclusions is prohibited by any rule of law. The rights of the customer set out in clause 9 hereof shall only be enforceable where it is shown that the goods and/or machinery have not been abused or subjected excessive use, have not been used, installed or stored otherwise than in accordance with the company's or manufacturer's instructions or recommendation and have been properly tested in accordance with any such instruction or recommendations.
Drawings Designs etc.
All drawings designs plans specifications supplied by the Company and the copyright therein shall remain the property of the Company. They are furnished to the Customer on condition that they are all returned to the Company.
a) at once if the order is placed with another firm company or person.
b) not later than six months after being supplied if the contract works are not commended within that period.
It must be understood that all designs, drawings, plans, specifications and estimates are confidential and may not be divulged to third parties without the written consent of the Company.
Illustrations and drawings accompanying a quotation or tender or contained in catalogues, price lists or other advertisements must be regarded merely as indicative of the general nature and type of the goods, and are not to be regarded as being accurate in every details. Weights, measurements, powers, capacities and other particulars of goods and machinery offered by the Company are stated in good faith as being approximately correct but must not be relied upon and deviations therefrom shall not be made the basis of any claim against the Company.
Company accept no responsibility for builders or structural work. Any information or plans relating to the builders or structural work supplied by the Company are supplied without responsibility and shall be submitted to the customer's own Architect unless the Company accepts specific instructions and responsibility to provide plans, specifications and supervision of the builders and structural steel works.
Damage in Transit
Where prices quoted by the Company include the cost of transport and insurance (CIF) and such transport and insurance is arranged by the company, it will be the Company's responsibility to repair or replace free of charge goods damaged during transit (but not goods damaged after transit or during unloading) provided the Company and the carriers are notified of any claim in writing within three days at the end of transit. Damage to goods shall be deemed to have occurred after transit has ended unless evidence to the contrary is provided by the Customer.
Where transport is quoted as C & F the Customer is responsible for arranging insurance.
Where the Company contracts to sell machinery erected or where it undertakes to erect machinery either as an independent or collateral contract the following special conditions apply:
i) Unless specifically included in the Company's contract, builders work, foundations and structural alterations to building are excluded from any quotation/tender or estimate. As instances the Company excludes in particular the work and cost of clearing, repairing and strengthening mill or warehouse floors including laying any special beams for the support of machines, the erection of staging for provision of access to machinery, partitions for shutting off dryers or other machinery, cutting holes in walls etc. and making good.
ii) The customer is to supply power required for tools, artificial light and heat required by the Company's employees during erection.
iii) The Customer is to provide all power, water, fuels, lubricating material, roadways and necessary facilities to bring the machinery and materials required for the excavation of the contract.
iv) Overtime will not be worked unless the Company receives the written authority of the Customer. The cost of all overtime will be charged as an addition to the contract price.
v) Unless specifically included by the Customer all electrical wiring, all piping bringing steam and water to the company’s machines and all lagging of boilers, steam and hot water piping is excluded from the contract price.
The company accepts no responsibility for the condition of any existing machinery, plant or fittings which may be set to work in conjunction with the new machinery, plant or fittings supplied by the Company. Unless otherwise stated, the cost of repairing or reconditioning such existing machinery, plant or fittings is excluded from any quotation of the Company and shall be for the exclusive account of the Customer unless otherwise stated.
A quotation or tender includes any such goods, accessories, and works as are specified therein. Any deviation from its general terms and any plant required by the Customer and involving any extra expense to the Company will be charged additionally.
If the customer, being a company, shall pass a resolution or suffer an order of a Court to be made for winding-up or a receiver to be appointed or being an individual or partnership, shall suspend payment or propose to enter into any composition with creditors or suffer a receiving order in bankruptcy, or, either case, fall to take delivery or pay for any goods in accordance with the terms of the contract, then the company may, without prejudice to any other rights conferred in these Conditions or by the General Law, rescind the contract or suspend or cancel delivery or recover the possession of any goods for which payment in full has not been received.
No cancellation of a contract or order can be accepted in any circumstances without the company's prior consent in writing and the company reserves the right to refuse to give any such consent. Where, however, cancellation is accepted by agreement with the customer, the company shall, in addition to any express terms of acceptance of cancellation, be entitled to be reimbursed the cost of any work which the company has already carried out on the contract; such cost shall include the cost of any preliminary or design work, and the cost of labour and materials incurred by the company for the purpose of the contract up to the date of cancellation. In addition, the company in its discretion shall be entitled to make a charge for overhead expenses, attributable to the contract to the extent that the same are not included in the cost of the work done charged to the customer, and also a reasonable percentage for loss of profit.
The Company Shall be under no liability to any Customer or to any third party if it is unable to carry out any provision of any contract for any reason beyond its control, including without prejudice to the generality of the foregoing, any strike, (whether official or unofficial) or combination of workmen or lockout, riot or civil commotion or governmental or other authoritative regulations or direction, breakdown of storage of plant and/or materials, malicious damage, shortage of labour, storm, flood, fire or other act of God, adverse weather conditions, defective materials or other unforeseen circumstances.
Any dispute hereunder shall be referred to a single arbitrator in accordance with the provisions of the Arbitration Act 1950 or any statutory modifications or re-enactment thereof for the time being in force.
The contract shall in all respects be governed by and construed in accordance with the laws of England and the Customer hereby submits the non-exclusive jurisdiction of the English courts.