“The company” means Bardon Environmental Limited.
“The Customer” means the person to whom the quotation is addressed.
“The Quotation” means the quotation made by the company to the customer in accordance with clause 3.
“The Quotation Price” means the total estimated price set out in the quotation.
“The Order” means the order made by the customer to the company in accordance with Clause 4.
“The Contract” means the contract between the company and the customer which is made on acceptance by the company of the order in accordance with Clause 5.
“The Contract Price” means the price agreed for the contract when the order is accepted.
“The Completion Date” means the date by which the company will perform the contract subject to the provision of Clause 7.
“These Conditions” means the terms and conditions hereinafter described.
2. Application of These Conditions
These Conditions are the terms and conditions of the quotation unless expressly varied by the company in writing. The customer may make an order in accordance with clause 4, if such an order is accepted by the company these conditions shall be the terms and conditions of the contract unless varied in accordance with these conditions.
3. The Quotation
The Quotation is valid for a period stated therein or when no period is so stated for thirty days from the date thereof subject as provided in this clause.
The quotation is not an offer but merely an invitation to the customer to make an order in the terms and on the conditions of the quotation.
The quotation is subject to variation by the company or to withdrawal in whole pr part at any time until the order arising from it has been accepted in writing by the company pursuant to Clause 5 hereof.
4. The Order
The order must be delivered to the company in writing. The Company may commence performance on the basis of a letter or fax of intent from the customer but the customer must within a reasonable time deliver to the company written confirmation of such verbal instructions marked “Confirmation”. If such a letter or fax of intent or any other written instruction from the customer is in reality and order within the meaning of these conditions then the company may accept the same in accordance with Clause 5.
5. Acceptance by the Company
The order is subject to accordance by the company and no contract shall exist until such acceptance has been issued by the company to the customer.
No conditions or stipulations in or attached to the order which are additional to or inconsistent with these conditions shall have effect unless expressly agreed by the company in writing. In the absence of such agreement by the company, the customer shall be deemed to have withdrawn or waived such additional or inconsistent condition or stipulations and the contract shall be on these conditions.
6. Information to be provided by the Customer
The order must be accompanied by sufficient information to enable the company (if the order is accepted) to proceed with the performance of the contract forthwith, failing which the company may:-
(A) Vary the quotation price to take account of any consequent increase in cost.
(B) Vary the completion date.
The customer is responsible for the supply and the accuracy of all necessary information.
In the event that the Customer supplies a survey with any order the Company accepts no liability or responsibility for the accuracy of such survey. If the survey proves to be inaccurate the Customer accepts that it is liable for any increased costs and or delays in the performance of the contract (which include for the avoidance of doubt any consequential losses incurred by the Company).
7. The Completion Date
Whilst the completion date is given by the customer in good faith time shall not be of the essence of the contract and the customer agrees that the company has no responsibility for direct or indirect los or damage caused by delay in the performance or completion of the contract due to any cause whatsoever but in particular due to:-
(A) Failure to delay in the diversity of raw materials; or
(B) Strikes, lockouts or trade disputes; or
(C) Destruction or damage by fire or otherwise or breakdown of machinery, plant, building or premises; or
(D) Breakdown or failure of electrical power; or
(E) Breakdown or delay in transit; or
(F) Default including breach of contract by sub-contractors; or
(G) War or conditions arising as a result of war or anticipated war; or
(H) Any cause unavoidable or beyond the companies control.
In case of such delay the completion date shall be postponed for a reasonable period.
The completion date is subject to strict compliance by the customer with the terms of Clause 6 and 11.
8. Technical Information
All specifications, method statements, designs, illustrations, drawing, technical and other information furnished with the quotation or prepared in the performance of the contract and copyright therein shall remain the property of the company, and the customer shall not permit any reproduction or disclosure of any such information in any form except with prior written permission of the company.
The detail of technical and other information furnished with the quotation shall not be binding on the company and no warranty is given or implied that goods and fitments or service to be supplied corresponds exactly to those specified. If it becomes necessary to modify the specification or to substitute other materials or articles or services for those specified in the quotation the contract price shall be adjusted accordingly.
9. Provisional and Prime Cost Sums
Here the quotation expressly includes a provisional or prime cost sum to cover additional work to be done, or materials or articles to be supplied, such sums shall be expended in whole or in part only as directed by the customer.
The Companies charge for such additional work or supplies will include coverage for overhead expenses and for profit.
10. Work and Fees not covered in Quotation
The Quotation covers only the terms specified therein, and does not include:-
(A) Any site work including access and hard standing appropriate for the plant and machinery of the company or other work normally undertaken by other trades; or
(B) The cost of supplying or erecting for site work any scaffolding, ladders tackle, cranes, moveable platforms, lifting gear or other such facilities; or
(C) Any fees incidental to the work and compulsorily payable under any legislation, or any by-law, order or regulation of any statutory authority or any fees payable to such inspecting authorities or insurance companies or underwriters; or
(D) Any import duty, export duty, tariffs or taxes imposed by the united kingdom government or other competent authority; or
(E) Where work on site is involved, the supply of fuel, water, gas, electric power, lighting, compressed air power or such other facilities as may be necessary for performance of the contract by the company; or
(F) Any other unforeseeable cost or professional fees.
11. Facilities for Work
Where the contract involves work on site, the customer shall:-
(A) Provide without charge to the company all scaffolding, fuel, water, gas, electric current, lighting, compressed air power or such other facilities as may be necessary for performance by the company whether during performance or preliminary testing and
(B) Provide and keep watch over secure storage accommodation without charge to the company for the materials, equipment, tools or other property on site belonging to the company and its employees and
(C) Arrange for inspection of scaffolding by the appointed authorities before commencement of performance by the company and thereafter at seven-day intervals or such other intervals as specified by current statutory regulations.
(D) Reimburse the company for any cost incurred by the company due to any failure or delay by the customer to provide and such facilities.
12. Variation of Quotation Price
Variations of the quotation price, due to alteration by the customer to the specification or the design, manufacture or delivery of the goods or services included in the quotation, shall be agreed between the customer and the company not later than time when the order is accepted by the company, failing which the cost of such variations shall be charged on a time and material basis or at unit rates specified in the quotation at the option of the company, and the contract price shall be calculated accordingly.
Any variation in the original price quoted as a result of any inaccuracies in any survey as set out in Clause 6 above shall be calculated on a time and materials basis or at unit rates specified in the original quotation at the option of the Company.
13. Variation of Contract Price
The contract price is based upon prices of materials, labour, plant, and transport effective at the date of the quotation and is subject to variation as follows:-
(A) The company undertakes to observe as far as is reasonably possible the prices of materials, plant and transport as specified in the quotation and / or the contract but, subject to such undertaking the difference between prices ruling at the date of the quotation and those ruling at the date of purchase by or delivery to the company shall be added to or subtracted from the contract price.
(B) Items quoted ex-stock are subject to their being unsold on the date of acceptance of the order.
(C) Any variation in the cost of labour arising from any modification or national of local wage rate or any working conditions between the date of the quotation and the performance of such work shall be the subject of an adjustment to the contract price.
(D) All work in the performance of the contract is to be carried out during the companies usual working hours (which are 8.00amto 5.00pm Monday to Friday unless otherwise stated in the Quotation) and any work done outside such hours at the request or with the approval of the customer will be charged for in accordance with companies overtime rates and the contract price varied accordingly.
14. Cancellation of an Order by the Customer
The order may be cancelled by the customer if written notice of such cancellation is received by the company before the company has accepted the order in accordance with Clause 5 or commenced performance on the basis of a letter or fax of intent. No cancellation of an order by the customer will be effective thereafter unless accepted in writing by the company. In particular, no cancellation will be accepted of an order for goods for services to the customers special requirements, or if the design work or manufacture or obtaining by the company of any labour, goods or materials for the customer are in process, or have been completed.
In the event of the customer being in default of clause 16 or shall suffer an interim order (Within the meaning of the insolvency Act 1986) to be made against him or enter into a voluntary arrangement or suffer the making of a statutory demand or the presentation of a petition for bankruptcy order or in the case of a Limited Company going into liquidation (except for the purpose of reconstruction) or shall have a receiver or a receiver manager of all or any of its undertaking or assets or shall suffer the appointment of an administrator under the provisions of part two of the Insolvency Act 1986 of shall be deemed by virtue of S 518 of the companies Act 1985 to be unable to pay its debts, the company may at its option withdraw from any of its obligations under the contract without prejudice to the companies claims against the customer for any loss or damage sustained by the company as a consequence of non-completion of the contract, or for any work already done, or materials or services already provided, under the contract.
16. Settlement Terms
(A) Terms of payment are within 30 days of the date of invoice unless otherwise stated in the quotation.
(B) All invoices are net and no provision for discount on settlement is made in the quotation price unless otherwise stated in the quotation.
(C) Payment should be made in pounds sterling and if not, made by direct debit or standing order in cash or by cheque or postal order to the companies registered office at:- Bardon Environmental Ltd, President Park, President Way, Sheffield, S4 7UR. Or such other address as the company may from time to time notify the customer of in writing. Payment by post will be at risk of the customer.
(D) The Company may set off against any sum payable to the customer any sum payable to the customer under the contract, or under any other contract between the company and the customer.
(E) The company may invoke the terms of Clause 15 if any amount due by the customer to the company is not paid when due.
(F) Time shall be of the essence for the purpose of this Clause.
17. Vesting of Materials
Unless otherwise stated or agreed the legal ownership in materials delivered in accordance with the contract or brought onto site, including any appliances, plant, machinery, fitments, or other goods whether to be installed or incorporated in the work or not (“the goods”), shall not pass to the customer until full payment for them has been made to the company in accordance with Clause 16. The company may at any time before legal ownership passes to the customer (without prejudice to any other rights of the company) recover or resell the goods or any of them and may enter on the customers or any third parties premises for that purpose. Any payments made on account of the goods shall in case of default of future payment in full be deemed to be for the use and wear of the goods and the company shall be entitled to take possession of and remove all such goods. Nevertheless, after delivery of the goods, or any part thereof, they shall be and remain at the customers risk who shall insure the same to the full value thereof against fire, burglary, theft and other usual risks.
Save as otherwise expressed in these conditions the company shall be under no liability for any loss or damage whatsoever attributable to the companies acts defaults or failure to carry out the contract or to the acts or defaults or any servant agent or sub-contractor.
Any dispute difference or question between the company and the customer in regard to the contract or the rights or liabilities of the company or the customer there under shall be referred pursuant to the arbitration act to a sole arbitrator to be agreed upon by the company and customer and failing agreement to be appointed at the request of either of them by the president for the time being of the institute of mechanical engineers.
20. English Law
The contract shall be construed and operated as a contract made in England and shall be subject to the English law and the jurisdiction of the English courts.