T&C's

Freeston Water Treatment Limited Terms and Conditions

 

1.0            Interpretation

 

In these terms and conditions, the following words shall, except where the context requires otherwise, have the following meanings:

 

FWT means Freeston Water Treatment Limited

Agreement means the contract or agreement to provide goods or services upon the terms and conditions set out herein or such other terms and conditions as the parties may agree in writing.

Client means the company or person purchasing or offering to purchase goods or services from FWT.

Goods means any goods or products (or parts thereof) supplied to the client by or on behalf of FWT.

Services means any services to be supplied to the client by or on behalf of FWT

Gender A reference to one gender includes a reference to the other gender

 

2.0        Status of Terms and Variations

 

2.1        The supply of all goods and services shall be subject to these conditions which shall supersede any other conditions in any document or other communication used or issued by the client in relation to any goods or services.

2.2        No variation or addition to any agreement is effective unless and until a Director of FWT so agrees in writing.

2.3            FWT may at its absolute discretion, accept or reject any order placed by the client.  

2.4            In making its offer of purchase the client acknowledges and affirms that it is not purchasing as a consumer.

 

3.0        Time, Price and Payment 

 

3.1          Quotations are open for acceptance, unless previously withdrawn, for 30 days from the date thereof.

3.2        FWT shall make all reasonable efforts to supply goods or to supply and perform the services by the dates agreed (if any) but FWT does not guarantee such a date (which is given by way of an estimate).

3.3        The price payable for the goods or services is the net price (after deduction of any discounts) and is exclusive of all taxes, duties and any other imposition whatsoever, which if applicable shall be paid by the client in addition to the price.

3.4            Any other charges stated separately from the price are payable by the client at the same time and shall be treated as part of the price.  Prices are payable without setoff or counterclaim in UK Sterling in immediately available funds within 30 days of the date of the relevant invoice.

3.5            Payment by cheque or other negotiable instrument is ineffective until it is honoured and FWT’s bank account is credited with the amount due.  Where the duration of any agreement will or is likely to exceed 6 months, FWT shall be entitled to issue an invoice and the client shall pay the total contract value unless otherwise negotiated and agreed by FWT in writing.

3.6            The time for payment shall be of the essence of the contract. Without prejudice to any other rights of FWT, interest shall be payable on any unpaid amount at the rate of 8% above the base rate from time to time of the Bank of England calculated from the date of due payment until the date of actual payment. Payment shall not be dependent on the client being paid by their end user when FWT is acting as a subcontractor or in any other capacity.

3.7            If payment of any FWT invoices is overdue, FWT may suspend delivery of goods and/or performance of the services until payment for the outstanding invoice/s is made. In the event of legal action being taken by FWT against the client for breach of payment, the client shall be responsible for all costs and disbursements incurred by FWT on a full indemnity basis.

3.8            If FWT agrees to any change in the goods or services or to supply any additional goods after commencement of any agreement the price payable for those goods or services will be the rate applicable at the date of invoice.

3.9            In the event of the client cancelling part of an order, FWT reserve the right to revise the price or prices quoted, for goods or services already supplied and to recover from the client any additional losses and expenses both direct and indirect resulting from such cancellation.

3.10         FWT may deliver goods by separate instalments. Each instalment shall be invoiced and paid for by the client. Each instalment shall be a separate contract and no cancellation or termination of any one contract relating to the instalment shall entitle the client to repudiate or cancel any other contract or instalment.

3.11         Any typographical, clerical or other error or omission in any sales literature, quotation, estimate, price list, acceptance of offer, invoice or other document issued by FWT shall be subject to correction without any liability on the part of FWT.

 

4.0        Liabilities of FWT

 

4.1        FWT shall provide goods or carry out the services with reasonable care and skill but the client acknowledges that:

4.1.1     No liability can be accepted for errors or omissions by third parties whose actions are beyond the control of FWT

4.2        No collateral contract, representation, warranty or condition if made or given and no liability or obligation (whether arising in contract, tort or otherwise) is undertaken by FWT or its employees or otherwise in relation to the client save as is expressly set out in these terms or specifically agreed to in writing by FWT, specifically referring to this clause and being signed by a director of FWT.

4.3        Notwithstanding the provisions of clause 4.1 above, in no circumstances shall FWT be liable in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof:

4.3.1     For any increased costs or expenses;

4.3.2     For any loss of profit, business, contracts, revenues or anticipated savings, or

4.3.3     For any special indirect or consequential damage of any nature whatsoever arising directly or indirectly out of the provision of the goods or services or of any defect or error therein or of the performance, non-performance or delayed performance of the services.

4.4        The liability of FWT, its officers, its employees, agents and subcontractors for any loss, costs, claims or damage caused by or resulting from improper or negligent performance, purported performance, or non-performance of the services shall not exceed the value of the goods or services provided (save in respect of death or personal injury caused by the negligence of FWT, in respect of which no limit shall apply). 

4.5        Where goods are delivered to site FWT’s obligation is to deliver to the site as near as hard roads permit.  The client is to provide at its own expense the labour required for unloading and stacking.

4.6        Risk of damage to, or loss of the goods shall pass to the client at the time of delivery.  Delivery shall mean the arrival of the goods at the place of delivery, or where the goods are collected by the client the safe loading of the goods onto the collection vehicle at FWT’s premises.

4.7        Notwithstanding clause 4.6 above, the property in the goods does not pass to the client until FWT have received in cash (or cleared funds) payment in full of the price of the goods and all other goods and/or services for which payment is then due.

4.8        The liability of FWT in respect of the services provided shall also be limited as set out in Section 5 below.


 

 

5.0        Safe Access and Egress to the Working Areas

 

5.1        It is the duty of the client to inform FWT in advance of any specialist access equipment or of any conditions likely to be encountered or required to be complied with by FWT staff during the course of the work.

5.2        These areas/conditions, if included in the price will be specifically identified in the quotation. In the absence of any specifically listed areas or access provisions, the price quoted unless otherwise stated, allows for a single engineer, risk assessor or a maximum of two repair and maintenance operatives, equipped with tools and access equipment (ladders) to provide safe access to all reasonably located water services including hot and cold water storage tanks.

5.3        Health and Safety at Work etc Act 1974, the Work at Height Regulations and other health and safety legislation there may be areas, outside of FWT’s prior knowledge, which the engineer, risk assessor or operative discovers at the time of the works which are deemed unsafe to access by either a lone worker, with the certification held, or with the normal access equipment carried or for other reasons where safety is concerned, in which case the work will be terminated.

5.4            The further costs for access to these areas will be provided and the client’s agreement obtained before any further work is carried out.

5.5            In the event that FWT is unable to access all areas for safety reasons, this does not void or nullify this contract, or its payment terms, or entitle the client any discount on the original price. Neither are these additional works, if required from FWT subject to any time constraints or limits agreed to in the original contract unless separately agreed to in writing by FWT.

5.6            Work areas must be reasonably located. Reasonably located means (although this may not be an exhaustive description) an area which has been designed so as to provide safe personnel access with adequate fall protection.  These areas will typically provide a designated route for safe access and egress, be adequately ventilated, have a working platform with a solid floor, or boarded area with adequate edge protection, any lids which need to be lifted will be sufficiently light and sized so as to enable this to be carried out by one person, or by two persons where this has been specifically included in the quoted price. Where a fixed or loft ladder is provided, this will be in sound condition and in safe working area order.  Where a portable ladder is required there will be a suitable (firm, level and appropriately surfaced) area on which to foot the ladder and suitable tie down points to enable the ladder to be secured.

 

6.0          Defects

 

6.1        Subject to the provisions of this section FWT will at its option, repair or replace goods which the client has demonstrated are by reason of poor materials or workmanship defective under proper use within 12 months of delivery, or in the case of supply delivery and installation, within 12 months of the completion of the installation, except goods provided under a service or repair order which shall be guaranteed for 3 months from completion of the service or repair, such work only applying to the actual work done and to new parts supplied.

6.2        Where goods are received damaged the carrier must be informed in writing by the client within three working days of receipt.  This must be followed up by written notice to FWT within 7 working days of delivery.

6.3        Where any defects in services supplied have been found the client shall give FWT detailed written notice of those defects within 7 working days of the date the defects are noticed.  The client will keep FWT indemnified against all liability and claims which may arise out of or are incidental to the defect.

6.4        The client shall not be entitled to make any claim in respect of any defects except when it has given notice as required by section 6.0.

 

7.0        Assignment and Third Party Use

 

The client shall not assign, mortgage, charge, sublet or otherwise dispose of any agreement or any rights thereunder in whole or in part without the prior written consent of a director of FWT.  Any of the same purported to be affected without such consent shall be void.

 

8.0        Events of Default, Termination, Suspension

 

8.1        If:-

8.1.1     The client fails to pay sums due to FWT promptly; or

8.1.2     The client is or in the reasonable opinion of FWT appears to be unable to pay its debts as they become due, or the value of its assets is less than the amount of its liabilities (including contingent and prospective liabilities), or the client otherwise becomes insolvent or suspends payment or ceases to trade, or threatens to do either of these; or

8.1.3     Steps are taken to (a) propose any composition, scheme of arrangement, compromise or arrangement involving the client and its creditors generally, (b) obtain an administration order or appoint an administrative or other receiver or manager in relation to, or put in force any legal process against the client or any of its property, (c) enforce any charge or other security over the client’s property, or (d) wind up or dissolve the client; or

8.1.4     Where the client is an individual or partnership he or any partner dies or any steps are taken with a view to make a bankruptcy order against him or any partner; or

8.1.5     Outside England and Wales anything similar or equivalent to any of the above occurs then the client shall be deemed to have repudiated the contract or agreement and shall notify FWT forthwith.

8.2        In the event of any occurrence or circumstance set out in clause 7.0 arising, FWT may (at its discretion and without prejudice to its other rights hereunder or otherwise) by and/or following written notice to the client does any one or more of the following:-

8.2.1     Terminate, cancel and/or rescind any or all contracts or agreements;

8.2.2     Declare (whereupon it shall become) immediately due any amounts owed by the client to FWT under any agreement;

8.2.3     Cease supplying any goods or services;

8.2.4     Proceed against the client for the price of any goods or services supplied and/or damages.

 

9.0          Confidential Information

 

FWT shall use all reasonable endeavours to ensure information which is supplied by the client and designated as confidential will remain in strict confidence and will not be divulged to third parties, except where necessary for the supplying of goods or services.

 

10.0      Call Outs

 

Any and all instances of FWT attending any client site to carry out any works, including advisories will be chargeable as a ‘call out’ unless otherwise agreed.

 

11.0      Forbearance

 

FWT’s rights shall not be prejudiced or restricted by any indulgence or forbearance extended to the client or any variation in the goods or services and no waiver by FWT in respect of any breach shall operate as a waiver in respect of any subsequent breach.

 

12.0      Consents

 

The obtaining of any consents for an installation, whether from local or other authorities or for ensuring that the installation of the goods and services is in accordance with the provisions of any bye-laws, regulations or statutes shall be the responsibility of the client.

 

13.0      Force Majeure

 

In the event that supply of goods or performance of services is rendered uneconomic, prevented or delayed as a result of circumstances or a cause beyond the reasonable control of FWT, e.g., Act of God, explosion, flood, tempest, fire, accident, war or threat of war, sabotage, insurrection, civil disturbance, strikes, other industrial action, trade disputes; Acts, restrictions, regulations, by-laws, prohibitions or measures of any kind by governmental parliamentary or local authority; difficulties in obtaining raw materials, labour, fuel, parts or power failure or breakdown of any machinery, vehicle or equipment,  FWT by written notice to the client and at its absolute discretion, may, either cancel, suspend or postpone delivery of the goods or performance of the services.  FWT shall not be deemed liable to the client or be deemed in breach of contract by reason of any delay, or failure to perform, any of FWT’s obligations in relation to the goods or services, if the delay or failure was due to any cause beyond FWT’s reasonable control.

 

14.0      Validity and Severability

 

The complete or partial invalidity or unenforceability for any reason of any part of these terms and conditions shall not prejudice or affect the validity or enforceability of the remainder.  Any such provisions shall be deemed to be severed and the remainder shall remain in full force and effect subject to such consequential modifications as may be necessary to give effect to them.

 

15.0      Law and Jurisdiction

 

The construction, validity and performance of all contracts and agreements shall be governed by English Law and any claim or dispute arising from them or in connection with any services shall, without prejudice to FWT’s other rights, be subject to the jurisdiction of the English courts, to which the parties submit.

 

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