"The Company" means Clover Technical Services Limited.
"The Purchaser" means all parties to the Contract other than the Company.
"The Contract" means every contract made between the Company and the Purchaser in accordance with these conditions.
"The Plant" means the items of equipment machinery materials and goods or any part thereof to be supplied by the Company to the Purchaser under the contract.
"The Works" means all work to be done under the Contract by the Company in creating or installing or commissioning the plant on the site.
"The Site" means the place where the Works are to be carried out by the Company together with so much of the surrounding areas as the Company shall require for use in connection with the Works.
“The Contract Date” means the date on which the Contract is made in accordance with condition "The Contract Price" means the price of the Plant stipulated by the Company in its tender to the Purchaser.
"The Defects Liability Period" for plants supplied and erected by the Company in the United Kingdom means a period of twelve months from the date it is deemed to be taken over by the Purchaser, and in other cases means a period of twelve months from the date the Plant is erected or eighteen months from the date its major components are dispatched, whichever period first expires.
2. Formation of the Contract
All contracts whether oral or in writing for the supply of the Plant or carrying out the Works are entered into by the Company only upon these conditions. The Company’s commitment shall become effective only upon the despatch by the Company to the Purchaser of the Company’s written acknowledgement of purchase order or invoice whichever first occurs. No modification of these conditions shall be effective unless such modification is recorded in a document signed by a duly authorised officer of the party claimed to be bound thereby and no modification shall be effected by the acknowledgement or acceptance of purchase orders containing different conditions.
3. Duration of Tender
The Company’s tender shall not remain open for any fixed period unless specifically stated and the Company reserves the right to withdraw or revise the same at any time before a contract is made in accordance with condition 2.
4. Price Variation
If the cost to the Company of performing the Contract is increased or reduced by reason of:
Any rise or fall in the rates of labour or the costs of materials or transport above or below the rates or costs ruling at the date of the Company’s tender or
The making or amendment after the date of the Company’s tender of any law or of any order rule or regulation having the force of law or
Any failure of or delay by the Purchaser or other persons engaged by him in the performance of his obligations under the Contract or
The putting into effect of any additions or variations as provided for in these conditions in the Contract Price shall be adjusted accordingly.
5. Payment Terms
Payment terms are as set out in our quotation. Standard terms for credit account customers are payment in full, without deduction of all invoices due thirty (30) days from date of invoice. Payment terms are subject to Customer maintaining a credit status acceptable to the company. Invoices for Products are issued upon shipment of Products from the manufacturer. Invoices for Services are invoiced at the start of any Service. The company reserves the right to charge interest on a daily basis from the date payment is due until the date payment is received. The basis of interest on late payment is 3% above National Westminster Bank plc Base Rate. Customer will pay collection fees incurred by the company to effect settlement of any undisputed past due invoice.
6. Contract or Design Variation
By agreement between the Company and the Purchaser or where required to satisfy, any legal requirements coming into force after the date of the Company’s tender the Contract may be varied by addition to or variations in the Plant or the Works or in the Purchaser’s obligations under the Contract. The Company may require terms of the Contract to be varied with respect to any such additions or variations but otherwise the said terms shall remain in force and apply to the additions and variations as though they had been included in the Contract. The Company may vary the design or specification of the Plant or the Works with a view to improving such design or specification at any time before delivery or completion provided that such variation will not alter substantially the performance or specification of the Plant or the Works. In any event the illustration and technical description in the Company’s price lists and catalogues must be regarded as approximate and should be checked by the Purchaser with the Company in writing before an order is placed in reliance on them.
7. Contract Preliminaries
The Purchaser shall be solely responsible for giving all statutory and other notices and for obtaining all necessary licence permits and consents which shall be required.
All drawings, specifications and literature prepared by or on behalf of the Company and any copyright there in or in any part thereof are the property of the Company. No part of any such drawing, specification or literature shall be reproduced in any manner or disclosed to any third party whatsoever without the prior written consent of the Company.
9. Working on Site
The Company has entered into the Contract on the basis that it is not required to comply with any rules conditions or requirements imposed by the Purchaser in relation to carrying out the Works on the site and accordingly the Company shall not be bound by any such rules, conditions or requirements unless it has specifically agreed in writing to do so in relation to the Contract in question and no other before the Contract Date.
10. Delivery and Completion
Any time or date given for delivery of the Plant or the Commencement or the completion of the Works or other times or dates relating to the performance of the Contract by the Company shall be treated for all purposes as estimates and shall not be of the essence of the Contract. Any such time or date shall be automatically extended by the period(s) of the time required to the failure of the Purchaser or other persons engaged by the Purchaser to perform the Purchasers obligations under the Contract. The Company shall not be liable to the Purchaser on any grounds whatsoever as a result of any failure to deliver the Plant and or commence or complete the Works or any part thereof within a specified time or by or on a specified date.
11. Delivery and Completion
Delivery of the Plant shall take effect at the place and in the manner agreed between the Company and the Purchaser. The definitions of certain terms of trade in Incoterms
(1980 addition) published by the International Chamber of Commerce shall apply where such terms are used by the Company and the Purchaser.
Where through no fault of the Company delivery of the Plant cannot be made in accordance with the terms of the Contract, the Company shall be entitled to give the Purchaser not less than three days notice of the date when and the place where the Company shall deliver the Plant and delivery shall be deemed to take place upon the date and at the place so notified. With effect of the moment of such delivery the Company shall be entitled to put the plant into store and whether the Plant shall remain on the Company’s premises or be put into store any loss or damage to or deterioration in the Plant shall be at sole risk of the Purchaser. The Purchaser shall reimburse the Company any extra expense or cost (including the cost of reasonable insurance effected on behalf of the Purchaser) incurred by the Company in exercising its rights here under or in consequence of the Purchaser’s default.
Upon delivery all risks of whatsoever nature in the Plant shall pass to the Purchaser but until such time as the Plant has been paid for in full the Purchaser shall not have nor shall it allow any third party to acquire an interest in it or title it and without prejudice to the generally thereof the Purchaser shall not pledge it or part with possession of it or allow any change, lien or other encumbrance to affect it or allow it to be installed as a fixture of any property provided that the Purchaser shall be at liberty to sell the Plant in the ordinary course of the Purchaser’s business on the basis that the proceeds of sale shall be the property of the Company and shall be held on trust by the Purchaser for the Company to whom the Purchaser shall account on demand.
Where the works have been completed except in minor respects that do not affect its use for the purpose for which it is intended (and the commissioning trials if any specified in the Contract have been carried out) the Company may give the Purchaser notice in writing that the Plant is ready to be taken over. Upon the giving of such notice the Plant shall be deemed to have been taken over by the Purchaser and the balance of the Contract Price shall be payable to the Company forthwith.
Where the Contract includes commissioning trials the Company shall give the Purchaser reasonable notice of the date and time thereof and if the Purchaser fails to attend as so notified he shall not be entitled to take any exception to the method nature extent or results of the trials but shall be bound by them. If by reason of any failure of the Purchase to perform his obligations under the Contract the trials cannot be run on the notified date the Plant shall be deemed to have been taken over by the Purchaser on that date and the balance of the Contract date shall be payable to the Company forthwith provided that the trials may be carried out at a later date on terms and conditions to be agreed by the parties having regard to any use made of the Plant and to its condition before the trials.
12. Purchaser’s Default
Non-compliance with the Company’s terms of payment shall constitute default and breach of these conditions without reminder in the case of default and without prejudice to any other remedies or causes of action open to it the Company may charge interest on the amount outstanding from the date upon which payment falls due until such time as payment is made in full (whether before or after judgement) at the rate of 4% above the base rate of Nat West Bank Plc from time to time for each calendar month or part thereof. Payment of interest by the Purchaser shall not affect its obligation to make any Contract payments on due date. The Company’s acceptance of a draft or comparable document shall not constitute payment. If the Purchaser shall fail to fulfil the terms of payment and in particular shall fail to pay an agreed stage payment on due date or fail to pay interest charged in respect of any order or should the Company have received indication that the Purchaser’s financial position is inadequate the Company may in its sole discretion either demand payment of all outstanding balances whether presently due or not/or cancel all outstanding orders and decline to make any further delivery or suspend any further work under the Contract and or any other current contract until it shall receive payment in cash in full or satisfactory security. The Purchaser shall not be entitled to set off any sum against or to withhold any part of any payment without the Company’s prior written consent.
13. Extent of Warranty
Subject as set out below the Company undertakes as follows:
Where the Plant is erected or installed by the Company in the United Kingdom the Company will by repair or exchange and re-installation of defective parts or by such other means as it shall in its sole discretion think fit remedy any defects in its design materials or workmanship which appear within the Defects Liability Period.
Where the Plant is not erected or installed by the Company in the United Kingdom then the Company will repair or exchange and deliver to the Purchaser any parts that prove defective within the Defects Liability Period provided that the defective parts are returned to the Company within the United Kingdom carriage paid or otherwise disposed of as the Company may require.
Where a Contract concerning a sea-going vessel includes erection or installation by the Company and the vessel is made available for repairs in a United Kingdom port the provisions of sub clause 12(a) shall apply.
The Company shall be under no liability as aforesaid unless:
The Purchaser shall have complied with the terms of payment agreed with him and all other conditions binding on him.
Notice of defect(s) and such information in connection with the Plant, such defect(s) and the use installation operation maintenance and storage thereof since its delivery as the Company may reasonably require is provided by the Purchaser without delay and
The Company is satisfied that the Plant was stored erected operated and maintained in accordance with good engineering practice and any instructions or advice given by the Company.
Where any defect arises in any part of the Plant not manufactured by the Company the latter will use its best endeavours to obtain for the Purchaser the benefit of any guarantee or warranty (if any) given by the manufacturer of such part but shall otherwise be under no liability whatsoever in respect of such defect.
Save as aforesaid the Company shall not be liable to the Purchaser under any terms conditions or warranties, statutory or otherwise, express or implied in respect of the description of the Plant, its quality or fitness for any purpose.
If the Company incurs any expense in locating and/or correcting a defect which proves to be one for which the Company is not responsible the Company shall be reimbursed by the Purchaser.
14. Limitation of Liability
The Company shall not be liable to the purchaser on any grounds whatsoever for any loss of use loss of profits or loss of contracts suffered by the Purchaser not for any loss damage expense or injury arising from a matter over which the Company shall have no control.
15. Purchaser’s Indemnity
The Purchaser shall indemnity the Company in respect of any loss, injury, damage, expense or claim of whatsoever nature and howsoever arising out of the Contract or the Plant or its storage installation, use, operation or maintenance save to the extent that the same is caused by the negligence of the Company.
16. Force Majeure
The Company shall not be liable for any loss or damage whatsoever that shall result from delay in performance or non-performance of its obligations directly or indirectly caused by circumstances such a force majeure, fire, explosion, accident, flood, labour trouble or shortage or act of or authorised by any government the failure of any material or products supplied to the Company to meet the performance specified for them by the Company the inability to obtain supplies of suitable materials or products fuel, power or transport or Act of God or arising from contingencies or happenings or causes beyond the control of the Company. Orders affected by any such circumstances shall be postponed. When the delay shall have exceeded six calendar months either party may cancel the remainder of the Contract and upon such cancellation the Company shall be paid fair compensation for work done and for commitments entered into for the purposes of performing the Contract before the date of cancellation.
17. Suspension of the Works
The purchaser agrees to pay all extra costs incurred by the Company arising from delay in suspension of or disruption of the works caused by acts omissions or defaults of the Purchaser or of those whom the Purchaser shall have engaged to carry out its obligations under the Contract.
18. English Law
The Contract shall be governed by English Law and shall be construed in all respects as an English Contract.
The headings shall not affect the interpretation of these conditions.
We are committed to a clean and healthy environment. The company recognises the environmental implications of its activities and is committed to achieving best environmental practice within all areas of its business by implementing and maintaining the Environmental Management Standard ISO 14001.
Clover Technical Services recognises and accepts its responsibility as an employer and contractor to clients for ensuring a safe and healthy workplace and working environment for all of its employees and of any other person who may be affected by the actions of Clover Technical Services.