ROVERT
EQUIPMENT COMPANY LTD
TERMS AND CONDITIONS
OF BUSINESS
These
conditions are the terms of business between Rovert Equipment Company Limited of
Rovert House, Water Tower Road, Clayhill Industrial Park, Liverpool Road,
Neston, South Wirral, CH64 3US (“The Supplier”) and the Company firm or
individual who have requested The Supplier to supply goods or services to them
(“the Customer”). These terms
and conditions are incorporated by reference and are part of, and govern all
orders and all matters for the provision and supply of goods and services
between the Supplier and the Customer. The
Supplier and the Customer intend to be legally bound by these conditions and
agree as follows:-
1.
Goods and
Services
The Supplier agrees to:-
(a)
Supply the goods and services set out in the orders accepted by the
Supplier from time to time given by the Customer.
(b)
Deliver the goods and services at the location and in accordance with
the dates for completion (if any) specified in the order.
(c)
The parties agree that the goods and
services to be supplied by the Supplier are limited to those set out in
the order.
2.
Site
Access
(a)
The Supplier shall be given access to the site by the Customer at all
times to assist in the Supplier performing its obligations as set out in an
order.
(b)
The Supplier shall for these purposes include any of its employees
and authorised sub-contractors and their equipment.
(c)
The Customer shall ensure that the Supplier is given adequate access
on site and that its own employees or other contractors shall not unreasonably
impede the performance of the Supplier in providing the services contracted.
3.
Completion
(a)
Each party accepts that the dates set forth in the order are
approximate and time shall not be of the essence of this agreement.
The completion of the services or the delivery of the goods requires
continuing co-operation of both parties.
All dates for the completion of the services (in whole or in part), may
be extended by a reasonable period if delay is caused by:
(i)
Any act or omission by the Customer, their servants or agents or
(ii)
Any cause beyond the Suppliers reasonable control
(b)
The Customer is responsible for the accuracy of all information
provided by it or on its behalf to the Supplier.
If any such information provides to be inaccurate and in consequence the
Supplier incurs any increase in the costs of performing its obligations, then
the Supplier shall be entitled to be paid those additional costs.
(c)
Completion of the purchase order will be deemed to be either:-
(i)
When the Customer signs off the project in writing as being
acceptable
(ii)
When the Supplier has completed the work under the order and has
delivered a notice in writing to the Customer confirming the completion of the
work.
(iii)
Upon delivery of the goods by the Supplier
4.
Payment
(a)
Where a purchase order exceeds £5,000, the Customer and Supplier
will agree to the provision of stage payments.
(b)
Goods shall be paid for in cash, cheque or credit card prior to
delivery by the Supplier unless agreed credit terms are in place.
(c)
If credit term are agreed by the Supplier the Supplier will issue an
invoice for the agreed price as detailed on the order and any other related
charges on completion of the services or delivery of the goods
and the Customer shall pay the Supplier the invoice sum (including any
VAT charges at the current rate) within 30 days of the invoice date.
(d)
Written notice of any dispute in relation to the price and any other
charges must be received by the Supplier in writing within 10 days of the date
of the invoice in question. If no
such written notice is received, the Customer shall forfeit its right to dispute
such price and/or charge. Such
notice will include the following information:-
(i)
The number of the disputed invoice
(ii)
The specific items which are in dispute
(iii)
The reasons why they are disputed
Any such dispute in relation to part of the total price and/or charges
shall not release the customer from its obligation of paying the balance of the
invoice.
(e)
The Supplier reserves the right to charge interest at 2% above base
rate National Westminster Bank PLC – for the time being in force from the
invoice date until actual payment) on all overdue payments not paid within the
thirty day limit such interest to run from the due date of payment until payment
is received (both before and after any judgement) and to suspend the provision
of further services or delivery of goods under the terms of the order until
payment in full including any accrued interest due is received.
(f)
The Customer shall indemnify the Supplier from and against all costs
and expenses incurred by the Supplier in recovering any sum due to the Supplier
from the Customer in the event that the customer fails to pay in accordance with
clause 4b and c above.
(g)
The Customer shall not be entitled to withhold payment or make any
deduction from any payment in respect of any set-off or counter claim
5.
Supplier
Liability
(a)
The Supplier may assist and advise the Customer over selection of
products and services to be supplied by third parties.
However the assessment and selection of such products and services is to
remain the Customer’s sole responsibility.
The Supplier agrees that it will in giving such advice act in good faith.
(b)
The Supplier’s liability to the Customer for direct damage to the
Customer’s property arising from the services provided shall not exceed the
sum of £1000.00
(c)
The Supplier shall not be liable to the Customer for loss of profits,
data, goodwill or any other type of indirect loss, including loss or damage
suffered by the Customer as a result of an action brought by a third party.
(d)
The Supplier shall not be liable to the Customer in relation to any
failure or problem which is caused by inaccuracies in any information provided
by the Customer to the Supplier.
(e)
The Customer shall indemnify the Supplier against all and any loss,
damage, claim or liability otherwise arising due to the death, personal injury
or damage to the property of employees, agents or sub-contractors of the
Supplier whilst they are on the Customer’s premises for the purposes of the
provision of the services provided by the Supplier and which arise due to the
negligence, acts or remissions of the Customer, its agents or employees.
6.
The Supplier shall be entitled to delay performance or cancel
any order on account of force majeure or other circumstances beyond its control
including but not limited to acts of God, war, riot, fire, earthquakes,
explosion, flood, strike, lockout, injunction or telecommunications, electrical
or source of supply failure, or the unavailability of services, personnel,
products or materials.
7.
(a)
Liability for loss or damage to goods shall pass to the customer upon
delivery
(b)
Title to goods and all rights in goods shall be retained by The
Supplier and shall pass to the customer only upon, payment of the price in full
to The Supplier
(c)
The customer agrees that in the event of default in any payment and
failure to cure such default within a reasonable time, The Supplier shall have,
in addition to its rights under the law, the right to repossess such goods
without further operation of law and without notice to the customer.
8.
Warranty
(Services)
The Supplier warrants that the services it provides shall be performed in
a professional and workmanlike manner. Unless
varied in any specific order the above warranty is the sole warranty concerning
the services provided by the Supplier to the Customer and is made expressly in
place of all other warranties and representations express or implied.
9.
Termination
(a)
If either party to this agreement shall present a petition or have a
petition presented for its winding up or shall have a liquidator, receiver or
administrative receiver or administrator appointed to the whole or any part of
its assets or business or an order or resolution is made for its dissolution or
liquidation other than for the purposes of amalgamation or reconstruction, then
in such circumstances either party to the agreement may terminate the agreement
by giving written notice to the other party.
(b)
Termination of the agreement or any part of it shall not prejudice
any remedy that either party may have against the other.
(c)
If the Supplier is in material breach of any term of the order the
Customer shall:-
(i)
Notify the Supplier in writing
(ii)
Co-operate with the Supplier and permit the Supplier no less than
thirty days in which to remedy the breach
(iii)
If after the expiry of this time period the Supplier has not been
able to correct the breach, the Customer may terminate the order with immediate
effect by notice in writing.
(d)
If the customer is in material breach of any term of the agreement
the Supplier may suspend the Supplier’s services to the Customer pending the
correction of the breach by the Customer. Should the Customer fail to correct such breach within thirty
days, the Supplier may at its sole discretion terminate the agreement by notice
in writing.
(e)
If the Customer is in breach of the terms of the agreement and such
breach is incapable of remedy, the Supplier shall be entitled to terminate the
agreement with immediate affect by giving it notice in writing to the Customer.
10.
General
(a)
These conditions including the order and acceptance form completed by
the Customer constitute the whole agreement between the parties hereto and
supersede all prior agreements, arrangements and communications whether oral or
written. Any purchase order issued
by the Customer shall be for its administrative purposes only and none of the
terms and conditions contained within such form shall be of any force or effect
against the Supplier. Each order
except as otherwise expressly provided shall be the complete statement of its
subject matter and shall supplement these conditions for the purposes of that
order only. Neither these
conditions nor any order may be modified or amended except by mutual written
agreement of the parties.
(b)
The parties agree that all rights given to third parties under the
Contracts (Rights of Third Parties) Act 1999 are expressly excluded under these
conditions.
(c)
Save as otherwise expressly provided all amounts are exclusive of
Value Added Tax (VAT) and any VAT arising in respect of any supply made under
these conditions shall be paid to the Supplier by the Customer in addition to
any other consideration for the services provided.
(d)
Any notice referred to in these conditions shall be in writing and
served upon the recipient at the addresses shown in the order document, either
by hand or by first class post or by fax and shall be deemed to be served two
days after the date of posting or delivery.
(e)
The parties agree that this agreement shall be governed by English
law.
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