Terms and Conditions

1. The Price
1.1 The Price shall be inclusive of all costs, expenses and disbursements but exclusive of Value Added Tax.

1.2 Value Added Tax will be added at the prevailing rate, currently 20%.

1.2 Subject to the requirements of Clause 2 being satisfied, the Price shall be paid by the Customer within 30 days of receipt of a valid Value Added Tax invoice.

1.3 The Supplier shall be entitled to make any deduction, deferment or set-off against the Price as permitted by this Agreement or by any statute or any common law.

2. Description and Quality
The Supplier warrants and undertakes to the Customer that the Services supplied shall:

2.1 Correspond as to description, quality and condition with the express requirements of this Agreement.

2.2 Conform to any special requirements supplied by the Customer and agreed in writing by the Supplier.

2.6 Comply with any Act of Parliament or any instrument rule order made thereunder, including any standards of safety published in the United Kingdom for related Services and any regulations or bylaws of any Local Authority or any codes of practice and guidance notes currently in force.

4. Delivery
4.1 The date for delivery of the Services specified in the Agreement shall be of the essence and delivery must be made at or within the date or time so specified; and in an event which is outside the Suppliers control, not more than 24 hours later.

4.2 Where Customer Goods are held overnight, authorisation must be provided in writing from the Customer, the Goods shall be stored by the Supplier at their expense, but at the Customers risk.

4.3 The Supplier shall send to the Customer a delivery advice note signed by the persons to whom the same has been delivered, confirming that delivery has been received.

4.4 The outside of all containers or packages containing the Customer Goods or any part thereof are to be clearly addressed to the Customer’s customer at the delivery address specified in the Agreement and are to be indelibly marked or labeled with the order number and details of the contents of the container or package. Each container or package shall be marked to show the correct side up and the slinging points.

4.5 The Customer’s customer is to inspect the Goods upon arrival at the delivery address and required to satisfy itself that the Goods have been received in an undamaged state.

4.6 All risk of loss or damage to the Goods shall remain with the Customer until completion of delivery.

4.7 Property of the Goods shall remain with the Customer at all times and the Customer shall be responsible for insurance of same up to the point of completion of the delivery.

4.10 For the avoidance of doubt, delivery in this Clause 4 shall mean completion of unloading and protection as appropriate of the Goods at the delivery address or otherwise at the location directed in writing by the Customer.

5. Packaging etc., Materials, Publicity
The Supplier shall not be liable for loss or damage to, or return of any packages, pallets, casks or other packing or handling materials.

6. Compliance with Terms
6.1 In the event that the Supplier fails to carry out the Services in all respects in compliance with the terms of the Agreement the Customer shall be entitled to refuse to accept or to reject such Services or any part thereof and shall in addition, be entitled to terminate this Agreement.

6.2 Without prejudice to any other right of remedy which the Customer may have in the event of such refusal, rejection or termination, the Customer shall be entitled to make or procure substitute Services and to recover from the Supplier any loss incurred thereby.

6.3 Any failure by the Customer to exercise such rights prior to the acceptance of the Services or any part thereof shall not be construed as a waiver of such rights. The Customer shall be entitled without prior notice to exercise such rights following such acceptance or default by the Supplier and the rights of the Customer and Supplier shall then be the same as if the Customer had by such negligence, omission or default repudiated this Agreement and the Supplier had by supplying such notice under Clause 8.1 accepted such repudiation. In all other cases, the Customer shall be liable to pay the Supplier in accordance with the Agreement for the Services supplied up to the date of such termination or cancellation but shall not other wise be liable to the Supplier in respect of the same or of such termination or cancellation.

7. Indemnity
7.1 The Supplier shall be liable for all damage to or loss of property and injury to or death of any third party, including the Supplier’s employees arising out of or in consequence of the acts or omissions of the employees and shall indemnify and keep indemnified the Customer. Suppliers, invitees and representatives against all claims, proceedings, damages, costs and expenses in respect of any such damage, loss, injury or death save to the extent that the Supplier shall not be responsible for any damage, loss or injury to or death of any person caused by the negligence or willful act or omission of the Customer or its affiliates, and any of their respective employees, agents, Suppliers, invitees and representatives.

8. Suspensions and Cancellation
The Customer shall be entitled by written notice to the Supplier:

8.1.To suspend or postpone the performance of the Services or any part thereof at its sole discretion.

8.2 Without prejudice to any other rights which the Customer may have to terminate or cancel this Agreement in whole or in part at any time.

8.2 If this Agreement is terminated or cancelled in consequence of any negligence, omission or default by the Supplier then the rights of the Customer and Supplier shall be the same as if the Supplier had by such negligence omission or default repudiated this Agreement and the Customer had by supplying such notice under Clause 8.1 accepted such repudiation. In all other cases, the Customer shall be liable to pay the Supplier in accordance with the Agreement for the Services provided up to the date of such termination or cancellation but shall not other wise be liable to the Supplier in respect of the same or of such termination or cancellation.

9. Assignment
9.1 The Supplier shall be entitled to assign, sub-contract, transfer or otherwise novate this Agreement at any time, without the Customers approval.

10. Law
The construction, validity and performance of the Agreement shall in all respect be governed by the laws of England. Any disputes or differences which shall arise between the Customer and the Supplier as to the construction of this Agreement or as to any matter or thing of whatsoever nature arising hereunder or in connection herewith shall be referred to the nonexclusive jurisdiction of the English Courts.