(To be read with your proposal)
The Contract for the services and goods/materials (“the Services”) to be provided by Standby Power Generation Limited (“SPG”) shall comprise the proposal submitted by SPG (“the Proposal”) as agreed and accepted by the named party on the Proposal (“the Customer”) together with the General Terms & Conditions (“the Conditions”) as set out below.
The Proposal shall consist of the details of the Services to be provided including the work to be carried out, the materials to be supplied, the price, any drawings, specification and any ancillary information relating to the Services.
So far as the law permits, all terms of the Contract between the Customer (and/or its delegated representatives) and SPG are contained in the Proposal and these Conditions and no variations shall be relied upon unless agreed by SPG in writing.
These Conditions override any terms or conditions proposed by the Customer in any order or in any negotiations or otherwise.
All liability for any representations, whether oral or in writing, and all other conditions or warranties, whether express or implied, are hereby excluded in so far as such exclusion may be permitted by law.
The Proposal is subject to acceptance by SPG on receipt of an order from the Customer. SPG may reject an order based on the Proposal unless received within thirty days of the Proposal.
Any plans, drawings, specifications and samples submitted by SPG in the Proposal (or any variations thereto agreed by the parties after the Proposal has been agreed) (“the Drawings”) are the property of SPG to be used by SPG and the Customer only for the purpose of the Contract. The copyright in the same shall remain with SPG and shall not be used or copied by the Customer save solely in connection with the Contract work. Plans, drawings and specifications prepared by an architect or other agent of the Customer shall remain the property of the Customer. In case of any discrepancy between the drawings and specifications, the drawings shall prevail unless otherwise expressly agreed in writing by the parties.
It is a requirement that any necessary support literature to carry out the Services without exception become due for final issue no later than 28 days subsequent to the first date of issue of each or any revision of literature which shall be submitted in a form consistent with accepted industry practice at the time of submission. Any subsequent alterations shall be so directed by the Customer and/or his delegated representative and in every instance be reimbursable to SPG at the standard day work rates applicable at the time.]
The Customer may not cancel the Contract unless agreed by a Director of SPG in writing. In the event of cancellation the Customer will fully indemnify SPG against all expenses incurred at the time of cancellation and secondly against any loss including any loss of profit to SPG which arises directly, or indirectly, as a result of the cancellation.
Unless SPG has provided to the Customer written advice as to the suitability of any materials to be used in the provision of the Services, SPG does not warrant that the materials specified by the Customer, and which are itemised in the Proposal, will be fit for the Customer’s purpose. SPG will endeavour to match materials which vary in figure and colour but samples are submitted as a fair example only of the bulk. Any existing materials on any site replaced by new materials will become the property of SPG unless agreed otherwise in writing.
Should the Customer agree a design with SPG by way of drawing prepared by SPG, SPG’s production of the design in accordance with the agreed drawing shall be accepted by the Customer as provision by SPG of such design (“the Design”) in accordance with the Customer’s requirements and SPG shall have no liability for any defects in the Design approved by the Customer other than in the event of proven negligence on the part of SPG in the production of the Drawings.
SPG may write on or affix their imprint to the work carried out. If SPG’s patents, trademarks or copyright features are embodied in the design, an imprint to that effect may be affixed.]
If the Contract is not expressly stated to be a fixed price Contract, variations to the Services will be subject to an overheads profit and attendance figure.
Overtime necessary for the satisfactory completion of the Contract as set out in the Proposal is included, but the price may be increased because of any premium time brought about by factors outside the control of SPG or which was as a result of a request by the Customer in order to complete the work before the agreed stated date of completion as in the Proposal or prior to the commencement of the Services.
SPG will rectify, without charge, any defects arising from faulty materials or workmanship if notice of any such defect is given in writing by the Customer to SPG within 12 calendar months of the date of completion of the Services. When defects are rectified under this condition SPG will undertake a further liability in respect of the rectified work for a period of 6 months commencing from the date of such rectification. This guarantee does not apply to damage to work on site arising from fire, flood, excessive damp, humidity or heat or other causes operating before, during or after completion of the work which are beyond SPG’s control. SPG excludes from this guarantee any goods or materials, parts of goods or materials which have not been manufactured by SPG. With respect to such goods or materials, the Customer shall be entitled to an assignment of any rights obtained by SPG under SPG’s contract to purchase the said goods or materials.
(a) Neither party shall save as otherwise provided for in these Conditions be liable to the other, whether in contract, tort (including negligence), equity (including restitution), breach of statutory duty, or otherwise, for:
(i) any loss of profit, loss of revenue, loss of use, loss of goodwill, loss of data, loss due to interruption of business, or loss of anticipated savings, whether direct or indirect, and even if the party has been advised of the possibility of such losses or damages;
(ii) any loss that is an indirect consequence of any act or omission of the other party;
(b) the total liability of either party for damage to property caused by the negligence of its employees in connection with this agreement shall be limited to [£1,000,000] for any one event or series of connected events; and
(c) the total liability of either party to the other in respect of all other uninsured loss or damage arising under or in connection with this agreement, whether in contract, tort (including negligence), equity (including restitution), breach of statutory duty, or otherwise, shall in no circumstances exceed [£500,000] for the Contract or the value of the Contract, whichever is the lower.
SPG shall be entitled for payment for goods and materials procured against the Customer’s order and retained by SPG on SPG’s premises or the premises of a third party. Any such items shall upon request be labelled the property of the Customer. If commencement or any part or phase of the Contract is delayed for any reason and SPG has purchased materials for the Contract, SPG may apply for payment of materials stored off site and payment will be made by the Customer within 30 days of the Company’s application. SPG shall be entitled to payment for storage of materials on SPG premises for the duration of any such delay the rate chargeable to the Customer shall be based on a charge per square foot or metre but shall not exceed the market rate for similar storage facilities in the immediate vicinity.
The Services may be partially or wholly suspended upon notice given by SPG in circumstances where the Services cannot be continued by reason of force majeure or as a consequence of any actions taken by the Customer. The time of any suspension shall be added to the time of completion of the original Contract, and any additional costs incurred will be the subject of a variation to the Contract. In the event of the Customer’s premises being destroyed or substantially damaged by fire, the Customer shall be at liberty to terminate the Contract upon paying SPG for the Services provided on a quantum merit basis.
SPG shall be entitled to employ a sub-contractor to carry out all or part of the Services included in the Proposal.
SPG shall use all reasonable endeavours to complete the Services within the agreed time, but any time period given shall be an estimate only and SPG shall not be liable to make good any damage or loss whether arising directly or indirectly out of any delay in completion of the Services. The Customer shall not be entitled to cancel or determine an order on the basis of delay unless specifically agreed by SPG in writing that time is of the essence.
Upon delivery of any goods to site (excluding the plant and tools of SPG) risk in such goods shall pass to the Customer who shall be solely responsible for the same and shall insure the goods accordingly.
Any notices to be given under these terms and conditions shall be in writing and shall be deemed to have been duly given if sent or delivered by recorded delivery post to SPG at the address specified overleaf.
Unless specified otherwise in writing, payment of all invoices shall be 30 days after the date stated on the invoice. If payment is overdue, SPG shall be entitled to charge interest on the overdue payment at the rate of 3% per month above base rate from the date of the account provided always that payment of such interest shall be in addition to all other rights of SPG.
Both SPG and the Customer shall provide and maintain all relevant insurances with a reputable insurer within England and Wales against all insurable risks arising under the Contract and shall upon reasonable request provide either party with a copy of the insurance policy and any schedules relating thereto.
This quotation does not include VAT. The Customer will be required in addition to pay such VAT as may become chargeable thereon at the standard rate applicable at the date of any tax invoice submitted in accordance with these terms and conditions.