Standard conditions for sale of material and services
Any order placed as a result of this quotation shall not constitute a contract until accepted in writing by Telegan Protection Limited (hereinafter referred to as "the Company"). Any conditions incorporated in such order or otherwise which vary these conditions shall have no effect and shall not form part of the contract unless specifically accepted in writing by a duly authorised officer of the Company. In case of any inconsistency between these conditions and any other conditions incorporated in the order these conditions shall prevail. Once the order has been accepted by the Company it cannot be cancelled without the Company's consent in writing.
Unless otherwise stated, quotations are only open for 30 days from the date. After such time or extended period as agreed, quotations lapse and the Company will then have the option of revising or withdrawing the quotation without notice.
3. TERMS OF PAYMENT
Prices are net cash payable in accordance with the terms set out in the quotation. Where applicable all progress payments must be received by the Company on the due dates and any liability of the Company to carry out its obligations under the contract are dependent upon the Company receiving in full said payments on such dates. The Company reserves the right to charge interest in the event that payments are not made on the due dates.
Where applicable, all prices quoted are subject to the addition of V.A.T. at the appropriate rate and under such circumstances the full amount of V.A.T. due on the whole contract must be paid on the delivery of the equipment, irrespective of the payment terms agreed.
The Company guarantees to replace or repair at their discretion defective equipment due to faulty design, workmanship or materials when disclosed in writing within a period of twelve months from date of delivery for priced installations and 6 months for portable equipment. Replacement parts will be supplied ex works to a United Kingdom purchaser and F.O.B. U.K. port to an overseas purchaser.
All labour and associated expenses connected with the fitting of replacement parts will be borne by the purchaser. The Company accepts no responsibility for the failure of equipment due to fair wear and tear or unskilled handling and erection, or for damage which may occur through inadequate storage facilities or corrosion affecting equipment for whatever reason caused. When equipment is assembled and/or erected on site by the purchaser or its agents, the guarantee will only be valid when such work is commissioned by a Company engineer. The Company reserves the right to inspect all installations against which a claim under guarantee is made. The full cost for labour and associated expenses of such visits shall be paid prior to attendance and will be the responsibility of the purchaser.
Where goods supplied are not of the Company's manufacture, the purchaser shall be entitled to the benefit of any guarantee afforded to the Company in respect thereof. All goods returned to the Company shall be carriage paid.
6. LIMITATION OF LIABILITY
With the exception of making good the defects above mentioned, the Company shall not be liable for and purchaser agrees to indemnify the Company against any liability whatsoever in respect of any claims, loss, damage or expenses directly or indirectly due to or caused by or consequential upon the existence or occurrence of any such defect or for any personal injury or damage to property attributable thereto. All guarantees, conditions, warrantees, representations and liabilities whatsoever whether expressed, implied, statutory or otherwise are excluded.
The Company shall not be liable for and the purchaser agrees to indemnify the Company against all claims and demands whatsoever and by whomsoever made in respect of any expense, loss, damage or injury caused or consequential upon the emission of any products or substances which is deemed to have caused pollution.
8. PROPERTY IN AND RESPONSIBILITY FOR EQUIPMENT SUPPLIED
The property in the equipment/material shall not pass to the purchaser until the price for the said equipment/material and related services has been paid in full. If the purchaser sells the goods or sells items into which the goods have been incorporated before the goods have been paid for in full the purchaser shall hold the proceeds of sale on trust for the Company and the Company shall be entitled to trace the goods into such items or the proceeds of such sale.
Save as expressly provided the Company's responsibility for any of the equipment/materials the subject matter of this Contract shall cease immediately upon the delivery thereof to the agreed place of delivery and in no event will the Company be liable for loss or damage to such equipment/materials before or during the installation commissioning or testing aboard any vessel or elsewhere. The Company can at the purchaser's written request and at the cost of the Purchaser arrange insurance for its protection against these risks if so desired. Where the purchaser is unable or unwilling to accept delivery of the equipment/materials on the contracted delivery date the Company shall be entitled to arrange storage and insurance of the equipment/materials pending delivery to the purchaser. The cost of any such storage and insurance shall be paid by the purchaser to the Company in addition to the contract price which will become due as if delivery had taken place.
9. DELIVERY DATE
The delivery date is given with the quotation. However, if the Company is prevented from or materially impeded or delayed in delivering any equipment/materials or drawings or otherwise or in completing the contract by reason of or in consequence of any act or omission by the purchaser or its servants or agents such prevention impediment or delay shall not entitle the purchaser to vitiate the contract or otherwise affect it except that (a) the time for performance by the Company of its obligations under the contract shall be extended by a period equivalent to that in which the Company suffered such prevention impediment or delay and (b) the contract may at the option of the Company be determined forthwith by notice in writing to that effect.
If in the event of such prevention impediment or delay as aforesaid the Company elects to adhere to the contract it shall be entitled in addition to the contract sum or price to compensation from the purchaser for all loss, damage, costs, charges and expenses incurred whether directly or indirectly as a result of such prevention impediment or delay.
If the Company elects to terminate the contract it shall be entitled to be paid in accordance with the contract for all goods or materials delivered or completed for delivery and for all work completed and charges and expenses incurred up to date of such termination together with such compensation as aforesaid.
10. FORCE MAJEURE
Force majeure shall mean an occurrence beyond the control of the party affected including without limitation to the generality of the foregoing acts of God or the public enemy, expropriation or confiscation of facilities changes in law, war, rebellion, sabotage or riots, floods, unusually severe weather that could not reasonably have been anticipated, fires, explosions or other catastrophes, strikes or any other concerted acts of workmen or other similar occurrences, which are not within the control of the party affected.
Any delay or failure in performance by either party hereto shall not constitute default hereunder or give rise to any claim for damages if and to the extent such delay or failure is occasioned by force majeure.
11. VARIATION OF CONTRACT
Where after entering into the contract, any variations in the work the subject of this contract are agreed between the purchaser and the Company, both parties shall where applicable at the same time agree upon any resulting variations in the schedule of the installation and the contract price.
12. PRICE VARIATIONS
Prices unless otherwise stated in the quotation are based upon the cost of labour, materials, transport and other emoluments and expenses incurred as ruling at the date of quotation and are subject to price adjustments for changes in labour and material costs and expenses in the United Kingdom and/or in the country in which the installation is carried out and which occur between the date of quotation and the date of despatch or in the case of retrofits between the date of quotation and the date of completion of the installation. All price changes will be in accordance with Price Adjustment Clause and Formalae as prepared by British Electrical and Allied Manufacturers Association Limited in force at date of despatch or in the case of retrofits at the date of completion of the installation.
The quotation is given on the basis of information supplied by or on behalf of the purchaser including drawings and data necessary to determine the position of equipment and establishment of necessary services. The Company shall not be bound by any estimate or tender based upon inaccurate or incomplete drawings or information supplied by or on behalf of the purchaser. In any case of retrofits following survey and design the Company will submit and the Company will request approval before a specification date. The delivery and where applicable the manufacture of equipment/materials and installation thereof will not be started until receipt of this approval.
Unless otherwise specifically agreed in writing by the Company all drawings made by the Company or by its subcontractor or agent shall remain the property of the Company and such drawings may not be amended or copied except by specific approval by the Company.
15, GOVERNING LAW
The construction validity and performance of this agreement shall be governed in all respects by English law.