1. Lead time for commissioning from receipt of Commissioning Request Form is approximately 3-4 weeks, dependent on workloads at the time.
2. Payment Terms: Site specific products
3. Account Status will be verified following relevant credit checks
4. Account customers:
i. 20% design fee with order,
ii. 80% 30 days following first delivery.
5. Non-account customers:
i. 50% with order;
ii. 50% 30 days following first delivery
6. All goods to be paid for in full prior to commissioning, if commissioning falls prior to due date, payment will be required for the goods.
i. Commissioning sum to be paid in full within 30 days of commissioning
ii. Commissioning will be invoiced within 6 months of delivery, pumps can be vested or delivered to site until required.
iii. After 6 months of storage of pumps and equipment cost will be charged at £50/wk for storage
iv. If the site can’t take delivery of the pumping station or large specialist equipment on the due date, storage costs will be incurred at
7. Prices are strictly net. Should you require a 2.5% main Contractors/Merchants discount or retention add 1/39th to the above price/s. Prices are exclusive of VAT.
8. If design work has commenced and the order is placed elsewhere a cost of up to 5% of the total price will be incurred to cover our consultancy and design service.
9. Cancelled orders will incur restocking charge.
10. Warranty agreements are only valid if the equipment has been used, serviced and maintained in accordance with manufacturer’s recommendations.
11. Delays on site are chargeable.
12. Availability commences from signed approval of working drawing. Lead time as specified within financial proposal.
13. All Pump Solutions endeavour to include all design features as per your initial request. If you have a specific requirement that is not within our quotation, please confirm so by return so an amended quotation can be forwarded. Any items not listed within this quotation will be fully chargeable should they be required at a later date.
14. Responsibility for the storage and security of the goods passes to the Contractor once goods are delivered to the Area of Works.
15. The product will be covered by the standard 12 months warranty. The warranty can be extended to 3 years on items serviced annually or in line with manufacturers guide lines, by APS engineers only. A service contract should be in place. ‘APS’ ServerPump contracts ensure the longevity of your pumping station.
16. Due to the nature of our works we do not accept liquidated delay damages, nor any other damages.
17. Contractor is responsible for providing clean water for testing of pumps at commissioning
18. The design fee is payable prior to issuing the design submission. Following design submission to the contractor if the order is placed elsewhere for any reason a further 10% of the value of the project will be submitted for payment in 14 days.
19. Contractor is responsible for ensuring the pumping station is clean and free of debris prior to commissioning
20. Contractor is responsible for off-loading and installation of the pumping chamber in accordance with the APS installation data manual, photographing the process.
21. Design submissions are available at a cost of £1,995. These terms are reduced to £1,495 subject to payment being received in 14 days. If payment exceeds 14 days the standard cost and terms apply. The design fee is payable prior to issuing the design submission.
22. The design fee is payable prior to issuing the design submission. Following design submission to the contractor if the order is placed elsewhere for any reason a further 10% of the value of the project will be submitted for payment in 14 days.
23. For callouts, engineers’ turnaround time is 8 hours, and 4 hours for an emergency (callouts in working hours only).
24. The above terms and conditions are to be read in conjunction with, and in addition to ‘General Conditions of Sale of All Pump Solutions LLP’.
25. a) Lead time for drawings to be issued from date of order is 7 days and 10 – 15 days for a SFA submission.
b) Any amendments to drawings at the client’s request are chargeable at £90/hour.
26. Lead times are as quoted from date of approval, account set- up and site readiness.
27. APS cannot be held accountable for delays beyond the exigencies of our remit or control.
28. The ‘commencement’ and ‘commissioning’ dates can only be confirmed following receipt of an approved drawing by the client and water authority and receipt of a correctly completed and approved APS commissioning request form (CRF).
29. The specifications are as per the APS quotation and Drawing, and are subject to final approval from the appointed Consulting Engineers/Water Authority.
30. The Customer is responsible for off- loading, storage, all civils work, including excavation & backfilling, laying of ducts and pull cords relating to the installation of package pumping station in accordance with APS installation guidelines.
31. A one working-day commissioning visit has been allowed for. Should additional time be required, this will be chargeable. Please see attached Engineer Call- out Schedule for rates.
32. APS have not carried out site surveys such as: hydraulic analysis, surge tests, geotechnics survey or DSEAR assessment. It is the responsibility of the Contractor to inform APS of special requirements.
33. Testing is provided with a factory inspection sheet and a commissioning certificate. No pressure testing has been included or testing of the rising main has been included.
34. Design warranties are to be provided by the scheme Consulting Engineer or respective Water Authority, as they accept overall design responsibility.
35. The contractor is responsible for the supply and connection of power to the Control Kiosk and installation of appropriate ducting from the Electronic Control Panel to the Package Pumping Station.
36. A collateral warranty is available at a cost of 10% of the total project cost which is payable prior to signature.
37. All Pump Solutions will provide method statements and risk assessments prior to any site attendance.
38. APS have no permanent Site presence and therefore cannot accept liability or responsibility for goods delivered to and received by Site. No provision has been for made the storage/security of uninstalled goods.
All Pump Solutions – Schedule of Caveats & Exclusions
1. Visit to site and offloading has not been allowed for unless otherwise stated.
2. Witness testing and handover has not been allowed for unless otherwise stated.
3. Civil Works related to installation of package pumping station and kiosk have not been allowed for unless otherwise stated.
4. Excavation/backfilling has not been allowed for unless otherwise stated.
5. Pipework connection outside of package pumping station has not been allowed for unless otherwise stated.
6. Wiring mains power into panel has not been allowed for unless otherwise stated.
7. Site induction longer than 30 minutes has not been allowed for unless otherwise stated.
8. De-sludging or jetting the chamber has not been allowed for unless otherwise stated.
9. Laying and connecting additional cable to the quantity specified in the quote has not been allowed for unless otherwise stated.
10. Bespoke RAMS in a format different from the standard will be chargeable.
11. All the above can be quoted for if required.
12.Cable lengths offered for the pumps and level control will allow the control panel to be sited a maximum distance of 4 metres from the pump chamber, with the control panel positioned not more than 1 metre above the cover level, having the cable ducting running in the most direct route. Any further distance has not been allowed for unless otherwise stated.
13. If you have any doubts in the cabling requirements please contact us and we will be happy to assist.
14. Unless otherwise stated we have not allowed for emergency storage or retention within the pump chamber offered and cannot comment on this requirement without a specified inflow, we have assumed all storage requirements are elsewhere by others. If you have a specific retention requirement other than that which we have confirmed as above, please confirm the details of your requirements and we shall revise our offer where possible to suit.
15. Standard commissioning includes 1 engineer for 4 hours on site, additional works are chargeable.
16. Standard service includes 1 engineer for 2 hours on site, additional works are chargeable.
17. Lead time for commissioning from receipt of Commissioning Request Form is approximately 3-4 weeks, dependent on workloads at the time.
General conditions of sales of All Pump Solutions LLP
1.1 In these Conditions, unless the context otherwise requires: “Company” means all pump solutions LLP, details of the partners are available at the reverse address. Registered office as the reverse address.
“Contract” means the contract for the sale and/or supply and purchase of the Goods hereunder.
“Customer means the person so described overleaf.
“Goods” means the goods, works and/or services described overleaf and includes any or any part of them.
“Product Liability” means any loss of or damage to any tangible property caused by the Goods or any other products or services supplied or work done by the Company to or for the Customer or any third parties.
“Supply of the Goods” includes (if the Company has agreed to do so) installation and/or commissioning of the Goods.
“Writing” includes facsimile transmission and other electronic means of communication “person” includes anybody corporate or unincorporated.
Words denoting the singular only include the plural and vice versa.
1.2 These Conditions of Sale, the terms specified overleaf and any special conditions agreed to in writing by the Company constitute the entire agreement for the sale and/or supply of the Goods and supersede any terms or representations referred to in the Company’s sales literature or elsewhere. If any terms specified overleaf and/or any special conditions with these Conditions of Sale, the former will prevail.
ORDERS AND SPECIFICATIONS
2.1 Orders (including any accepting any estimate or quotation of the Company) will only bind the Company when it accepts them in writing.
2.2 The Customer must provide any necessary information and free issues materials which it is to provide under the Contract within sufficient time for the Company to perform its obligations.
2.3 The Goods’ may be changed to conform with product development (but without materially adversely affecting their quality of performance) or any applicable safety or other statutory requirements.
2.4 Any specifications, drawings or other documents in any medium provided or created by or for the Company in connection with the Contract, and the intellectual property rights in them, remain with the Company or the relevant third party unless otherwise agreed in writing by the Company and must be returned to the Company on request including all copies, be treated as confidential and not be disclosed to any person or copied or used except strictly for the purposes of the Contract. Drawings provided by the Company must be approved in writing before the relevant Goods are manufactured, and any failure to approve any drawings within 24 hours of their being provided to the Customer may result in delay in delivery for which the Company will not be responsible. Dimensions given on drawings are subject to manufacturing tolerances and should be checked by the Customer before any Goods are installed.
2.5 The Customer will indemnify the Company against all loss, damage, proceedings, liabilities, costs and expenses incurred by the Company in connection with any claim for infringement of any intellectual property rights, or for unlawful use of disclosure of any confidential information, of any third party arising from the Company’s use of any specification or other material provided by the Customer in relation to the Contract.
3.1 The price of the Goods will be the Company’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price stated overleaf. Subject to paragraph 2.1, all prices quoted and quotations are valid for 30 days only or (unless previously withdrawn) until earlier acceptance by the Customer. All prices and other charges will be subject to any applicable value added tax and other taxes or duties which will be payable at the same time as the price of the Goods.
3.2 Unless otherwise stated overleaf that delivery is ex works, the price includes transport of the Goods to the delivery address but not the Company’s charges for insurance in respect of delivery which will be payable by the Customer at the Company’s rates prevailing at the time of delivery.
4.1 The Company may invoice the Customer for all sums payable under the Contract on or at any time after delivery or, if the Goods are to be collected by or for the Customer or it wrongfully fails to take delivery or procure the unloading of the Goods or fails to give proper delivery instructions, at any time after it has notified the Customer that the Goods are ready for collection or it has tendered delivery of the Goods. The time for payment shall be of the essence.
4.2 Except where the payment is to be made on delivery, the Company’s invoices will be payable within thirty days of their date, notwithstanding that delivery may not have taken place and the property in the Goods has not passed. The Company may withhold delivery of the Goods if and for so long as any sum due to the Company from the Customer under any other contract has not been paid.
4.3 If the Customer fails to make any payment on the due date then, without prejudice to any of its rights, the Company may:
(a) terminate the Contract or suspend any further deliveries;
(b) appropriate any payment by the customer to such of the Goods (or any other good and/or services supplied by the Company to the Customer) as the Company decides despite any purported appropriation by the Customer, and/or
(c) charge the Customer interest on the amount for the time being unpaid at a rate equivalent to 3% above the base rate (or if it is replaced, its successor) from time to time of Lloyds Bank PLC until payment in full is made. Such interest shall accrue on a daily basis and be payable both before and after judgement.
4.4 All sums payable shall be made in sterling without any deduction and regardless of any set-off, counterclaim or other claim or right. If any sum due from the Customer pursuant to the Contract or any order or judgement given or made in relation to it has to be converted from the currency (“the first currency”) in which the same is payable into another currency (“the second currency”) for the purposes of making any claim or obtaining or enforcing any order or judgement against the Customer, it will indemnify the Company against any loss suffered as a result of any discrepancy between (a) the rate of exchange used for such conversion and (b) the rate(s) of exchange at which the Company may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgement or claim.
5.1 The Company will use its reasonable endeavours to supply the Goods in accordance with any estimated delivery date but the time for delivery will not be of the essence of the Contract
5.2 Unless delivery is ex-works the Goods will be delivered at the place at or nearest to the delivery location which provides easy access and good hard ground and is safe and suitable for offloading. The Customer will procure at its cost that such a place and all equipment and personnel necessary for offloading are provided at the time of delivery and be responsible for offloading the Goods from the delivery vehicle.
5.3 Provided it has given at least 7 days’ notice, the Company may deliver the Goods by instalments as and when they are available. Where the Goods are or are to be delivered by instalments, each delivery shall constitute a separate contract.
5.4 If the time taken in delivery any of the Goods at the delivery location (including the time taken in offloading) exceeds 2 hours, the Company may charge at its then prevailing rates for the excess time spent by its or its carrier’s personnel and vehicles.
5.5 Delivery of the Goods is subject to a suitable route being available at the relevant time. The Customer will pay to the Company all costs and expenses incurred by it in relation to escort charges, the removal and replacement of any road signs or other street furniture or overhead wires, the carrying out of any other works or the obtaining of any licenses or approvals required in connection with the transportation of the Goods or which arise from a police/private escort not being provided by the relevant time plus a 5% administration charge (except to the extent any of the foregoing is caused by the negligence of the Company or its carrier). If the price includes carriage and any Goods cannot be transported by the route intended by the Company when the Contract is entered into, it may charge the Customer any costs and expenses incurred by the Company arising from the Goods being transported by a different route. The Customer will indemnify the Company in respect of any loss of or damage to any vehicle of the Company or its carrier occurring whilst it is at the delivery location unless caused by the Company’s or carrier’s negligence.
5.6 If the Customer fails to collect or accept delivery or procure the unloading of the Goods or otherwise comply with its obligations under paragraph 5.2 or to give proper delivery instructions (unless due to the Company’s default) or, in the case of sub- paragraph (b) below, the Company terminates the Contract, without prejudice to its other rights, the Company may:
(a) arrange for storage of the Goods at the Customer’s risk and expense until they are delivered or collected, including if applicable storage charges at the Company’s then prevailing rates and the cost of any redelivery; or
(b) sell the Goods in its discretion notwithstanding that any of them or their packaging may bear or have affixed to them any name, trade or service mark (“Trade Marks”) of the Customer or (at the Customer’s request) any third party and, after deducting from the sale proceeds all sale costs and other sums owing to the Company, retain any surplus for its own benefit. The Customer will indemnify the Company against any claim, proceedings, costs, liabilities, loss, damage and expenses incurred by the Company as a result of the Goods sold pursuant to this paragraph or paragraph 8.3 or their packaging bearing or having affixed thereto any of the Trade Marks.
INSTALLATION AND ERECTION
6.1 If the Company is to install any Goods or carry out any other work under the Contract, the Customer will procure access for the Company and its personnel to the relevant site(s) during the Company’s normal working hour, that all work, goods or other items to be done or supplied by the Customer or any third party are done or supplied in a timely and orderly fashion so as not to affect or delay the performance of any of the Company’s obligations under the Contract and (unless otherwise agreed) the Company is provided free of charge with all electricity and other services and plant and machinery required in connection with any such installation or other work.
TESTING, INSPECTION AND ACCEPTANCE OF GOODS
7.1 If the Company is required to carry out tests other that its normal ones or in the presence of the Customer the Company may charge for those tests at its then prevailing rates. The Company may carry out and charge for the tests if the Customer fails to attend on the notified dates.
7.2 The Customer will notify in writing (otherwise than on a delivery or consignment document):
(a) the Company and any carrier of any claim regarding the quantity or condition of Goods delivered or any damage to then within 3 days of delivery and (b) the Company of any claim regarding any defect which should be apparent on reasonable inspection within 5 working days of delivery, time being of the essence. Paragraph 9 will apply to any such defect or damage. If no such notice is given, so far as concerns those matters the Customer will be deemed to have accepted the Goods and that they conform to the Contract.
TITLE AND RISK
8.1 Notwithstanding delivery and the passing of risk or any other provision of these Conditions, the legal and beneficial ownership of the Goods will remain with the Company, which retains the right of disposal, until the Company has received payment in full of:
8.1.1 all sums payable to the Company in relation to the Contract; and
8.1.2 all other sums due from the Customer to the Company, when the sums referred to in (a) are paid, in respect of the supply of any other goods or services
8.2 Until the property in the Goods passes to the Customer it shall:
8.2.1 hold the Goods as fiduciary agent and bailee for the Company which may, at any time and without prior notice, require the Customer to deliver up the Goods to the Company (whether or not the same form part of or affixed to any land, buildings or other item) and, if it fails to do so forthwith, enter upon any land or buildings where the Goods may be situated with its representatives and appropriate transport, remove them from any land, building and other item and repossess them. The Company will use reasonable skill and care in removing Goods but, subject thereto, the Customer will be responsible for and indemnify the Company in respect of all damage to any land, building or other item caused by such removal;
(a) not sell, part with possession of, use of do anything else inconsistent with the Company’s ownership of any of the Goods and will ensure that they are not affixed to or become part of any land or building, are kept separate from any other item, properly stored and protected and clearly identified as the Company’s property and are not lost, destroyed or damaged.
8.3 After the Company has repossessed any Goods it may sell the same and proceeds of sale will belong to the Company absolutely and the Customer will have no right or interest therein. If the net proceeds received by the Company are less than the amount payable to it in relation to the Contract it may recover the balance from the Customer.
8.4 Subject to paragraph 5.6, risk in the Goods will pass on delivery if they are to be delivered ex works or otherwise when the vehicle carrying them arrives at the delivery location.
8.5 All insurance proceeds receivable by the Customer in respect of the Goods shall be held in trust by the Customer for the Company in a separate account and first be applied in or towards discharging any sums payable under the Contract.
8.6 Notwithstanding that property in the Goods has not passed to the Customer, the Company may recover all sums payable to it in relation to the Contract.
9.1 The following warranty will apply to the Goods (except for any accessories referred to in paragraph 9.3:
The Goods will correspond with their specification and description and sample (if any) at the time of delivery and if within:
(a) 12 calendar months of the Goods being delivered by the Company or, as the case may be, completion of the supply of any services (or such other period as the Company may agree in writing) any defect in the Goods is discovered under normal use which is directly attributable to faulty design, materials or workmanship; or (b) twenty five years from delivery the tank shell leaks under normal use as a result of any structural failure; or
(c) a valid claim is made under paragraph 7 the Company will at its option and expense remedy the defect or damage by replacement or repair or refund the purchase price of the defective or damaged Goods.
9.2 The warranty in paragraph 9.1 will be subject to the following conditions:
(a) it will not apply to any defect or damage resulting from any:
(i) alteration of the Goods without the Company’s prior written consent, incorrect installation (except by the Company), incorrect storage, overloading, normal wear and tear, misuse or use other than for the Goods’ intended purpose, accident, abnormal conditions of use or maintenance, repair or use which is not in accordance with the Company’s or manufacturer’s instructions or procedures issued from time to time; or
(ii) any act of omission of the Customer or any third party (other than the Company’s agents or sub-contractors involved in the supply of the Goods) or any fault in any other goods or equipment
(b) the Company will not be liable for any defect in the Goods arising from any drawing, design or specification or free issue materials furnished by or on behalf of the Customer
(c) warranty work will be carried out during the Company’s normal business hours so far as is practicable at the Company’s premises and/or elsewhere at its option. The Customer will procure that the Company’s personnel will have such access to the Goods as they may require to investigate alleged defects or damage and carry out any warranty work.
(d) except for any installed in any land, Goods must be returned carriage paid to the Company’s trading premises as required by the Company. Repaired or replacement Goods will be delivered to the Customer’s premises within the United Kingdom or, in the case of exports, FOB UK port or airport at the cost and discretion of the Company. The Company will reimburse the Customer the reasonable carriage costs incurred by it in returning by road from the place of delivery under the Contract Goods which are repaired or replaced under the warranty or whose purchase price is refunded. Replaced Goods will belong to the Company.
(e) the Customer must give to the Company in writing full particulars of any alleged defect or damage within the period stated in paragraph 7 or, in the case of a warranty claim, within 7 days after it becomes aware of the same and in any event within 7 days of the end of the warranty period (time being of the essence
(f) no sum shall be due and unpaid under the Contract when the Company is to fulfil its obligations under the warranty
(g) if the Customer makes any claim falling outside the terms of the warranty the Company may charge for examining the Goods and any work done or goods supplied by it in respect of that claim at its then prevailing rates and any cost or expense incurred by the Company
(h) the warranty will apply to Goods or components replaced or repaired under the warranty for the balance of the original warranty period.
9.3 The Company will transfer to the Customer (so far as it may lawfully do so) the benefit of any warranty received by the Company from any supplier of any accessories including in the Goods but the Company will have no further liability under the contract to the Customer in relation to those accessories.
10.1 The warranty will be in substitution for all other terms, warranties and conditions, express or implied, statutory or otherwise in relation to the Goods (except for the Company’s title to them) which are hereby excluded to the fullest extent permitted by law. All descriptions, illustrations and performance figures relating to the Goods contained in any catalogues, sales or other material are intended to provide a general indication of the goods and services described in them and will not form part of the Contract unless expressly otherwise agreed in writing by the Company.
10.2 Neither the Company nor its employees or agents will be liable in contract or in tort (including negligence) or in any other way for any consequential or indirect loss, liability or damage nor for any other claim for consequential compensation whatsoever (including loss of profit, costs or expenses) arising howsoever from or in connection with the Contract or the Goods.
10.3 Subject to paragraph 10.2 and excluding any liability falling within paragraph
10.4 The Company’s liability for all and any damage to or loss of any tangible property which occurs in any period of the Company’s insurance for Product Liability and results from any breach of duty by the Company shall be limited in aggregate to damages of an amount equal to £1,000,000 less the Company’s total liabilities in relation to all other claims for Product Liability which are made by claimants in respect of that period and are covered by such insurance.
10.4 Subject to paragraph 10.2 and excluding the Company’s liability arising under paragraph 9 or referred to in paragraph 10.3 the Company’s aggregate liability whether arising in contract or tort (including negligence) or otherwise howsoever for any loss, cost, damage, injury or liability (whether consequential or indirect or otherwise) arising from or in connection with the Contract or the Goods will be limited to damages of an amount equal to:
10.4.1 in the case of any pollution or contamination of any land, building or water or the atmosphere occurring in any period of the Company’s insurance for such pollution or contamination, £1,000,000 less the Company’s total liabilities in relation to all other claims for such pollution and/or contamination which are made in respect of that period by claimants and are covered by such insurance; and (b) in all and any other cases, an amount equal to the net invoice value of the Goods (excluding VAT)
10.5 The limits on the Company’s liability stated in paragraphs 10.3 and 10.4 shall include the Company’s legal liability to the Customer for all costs (including legal costs) and expenses relating to the liability concerned.
10.6 The Company will have no liability under or in respect of the liabilities referred to in paragraphs 10.3 and 10.4 (a) unless the Customer has given written notice of it to the Company within 14 days of the date when the Customer became aware of the event giving rise to that liability or the date when it ought reasonably to have become so aware (whichever is the earlier).
10.7 Provided that the insurance is available to it generally in the market on reasonable commercial terms, the Company will maintain during the continuance of the Contract and for at least 1 year after completion of the supply of the Goods public and product liability insurance in respect of the liabilities referred to in paragraphs 10.3 and 10.4 (a) for not less than the amounts stated respectively in those paragraphs.
10.8 The limitations on and exclusions from liability contained in these Conditions shall be subject to the provisions of section 2 (1) of the Unfair Contract Terms Act 1977 and shall not apply to any liability for fraud.
10.9 The Customer undertakes to indemnify the Company from and against all claims and proceedings brought against the Company by any third party arising from any act or omission (including negligence) on the part of the Customer (or any other person for whom it is vicariously liable) in relation to the Goods or their supply together with all expenses, costs (including legal costs on a full indemnity basis), damage, losses and liabilities incurred by the Company in connection with any such claims or proceedings.
10.10 The Customer agrees that it accepts the limitations on and exclusion from liability contained in these Conditions as reasonable and that if they had not been included the price of the Goods would have been materially increased. 10.11 The Customer warrants that in purchasing the Goods it is not dealing as a consumer (as defined in the Unfair Contract Terms Act 1977)
11 Without prejudice to its other rights, if the Company has serious doubts about the Customer’s ability to pay any sum under the Contract on the due date the Customer will within seven days of written notice from the Company pay the balance of all sums payable under the Contract (including any sum held or to be held by way of retention) or provide security for such payment to the Company’s satisfaction pending which the Company may suspend the performance of all or any of its obligations under the Contract.
12.1 The Company will not be deemed to be in breach of the Contract or otherwise be liable to the Customer for any delay in performing or any failure to perform any of its obligations under the Contract by reason of any cause or event beyond the Company’s reasonable control (including breakdown of plant or machinery, strike or industrial dispute, shortage of materials or failure of or delay in receiving supplies)
12.2 If any such delay or failure:
(a) continues for more than 14 consecutive days the Company may terminate the Contract forthwith by written notice to the Customer. In that event, (without affecting its accrued rights) the Company will be entitled to be paid the price payable under the Contract in respect of all Goods delivered or tendered for delivery or notified to the Customer as being available for collection or delivery before the notice of termination is Served
(b) occurs, the Customer will pay to the Company as part of the price of the Goods concerned an amount equal to all additional costs and expenses incurred by the Company in performing its obligations under the Contract beyond the estimated time for performance stated in the Contract.
13.1 If the Customer:
makes any arrangement or composition with its creditors generally or (being an individual) has an interim order (within the meaning of The Insolvency Act 1986) made against him or becomes bankrupt or (being a firm or body corporate or unincorporate) enters into compulsory liquidation or voluntary liquidation or the equivalent or shall be dissolved; or
(a) has a receiver and/or manager, administrative receiver, supervisor or administrator or any other person having similar powers or function appointed over or in relation to the Customer or any part of its assets or undertaking; or
(a) is unable to pay its debts within the meaning of sections 123 or 268 Insolvency Act 1986; or
(b) commits any breach of any of the provisions of the Contract (express or implied) without prejudice to its other rights (including its accrued rights) the Company may determine the Contract or the balance of the Contract or suspend deliveries or the supply of any services forthwith by written notice to the Customer without any liability whatsoever
13.2 The Customer will indemnify the Company against all claims, proceedings, loss, damage, liabilities, costs and expenses incurred by the Company arising out of or in connection with any breach by the Customer of, or any act or omission of the Customer, in relation to the Contract
GOVERNING LAW AND JURISDICTION
14 The Contract will be governed by the laws of England and all claims and legal proceedings arising in connection with the Contract will be subject to the nonexclusive jurisdiction of the Courts of England to which the Customer irrevocably and unconditionally submits
15.1 In these Conditions “Incoterms” means the International Rules for the Interpretation of Trade Terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms will have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter will prevail.
15.2 Where Goods are supplied for export from the United Kingdom, the provisions of this paragraph 15 will (subject to any special terms agreed in writing between the parties) apply notwithstanding any other provision of these Conditions.
15.3 The Customer will be responsible for complying with all legislation or regulations (including obtaining at its own cost all necessary licences and authorities) governing the importation of the Goods into countries of destination outside the United Kingdom and for payment of all taxes and duties in relation thereto.
15.4 Delivery of the Goods or any instalment thereof will be subject to the granting of all necessary export licences and the Customer will provide all necessary assistance and information to the Company to enable it to apply for or obtain the same. The Company will not be liable for any loss, damage, liability or expense whatsoever arising from any delay in obtaining or failure to obtain any export licences. Where Goods are ordered for export from the Customer’s address in the United Kingdom or by the Customer’s agent in the United Kingdom the Customer or its agent will be responsible for obtaining such licenses.
15.5 Unless otherwise agreed in writing, the Goods will be delivered FOB the air or sea port of shipment and the Company will not be obliged to give notice under section 32(3) of the Sale of Goods Act 1979.
HEALTH AND SAFETY
16 In manufacturing the Goods the Company will comply with its duties under the Health and Safety at Work etc. Act 1974 and other applicable legislation relating to health and safety at work. Subject thereto, it is the Customer’s responsibility to ensure that the Goods comply with all health and safety regulations and other legislation in force where the Goods are used. Any additions or modifications required to be made to any Goods by the Customer for the purpose of compliance with any such regulations or legislation shall be at the Customer’s expense but no warranty or representation is given by the Company that any such additions or modifications will cause the Goods so to comply. The Customer will make available to its employees and any third party who may handle, store, resell or use the Goods any safety information, warnings and instructions that may be appropriate, including any supplied by the Company and all revisions thereto.
17.1 The provisions of the Contract are severable, and if any provision or part of it is held to be invalid or unenforceable by any court or other body of competent jurisdiction that will not affect the other provisions or the remainder of the relevant provision.
17.2 Any variation of the Contract or waiver of any breach by the Customer must be agreed in writing by the Company’s authorised representative.
17.3 The Customer may not assign or otherwise deal with any of its rights or obligations in relation to the Contract without the Company’s prior written consent but the Company will be free to do so.
17.4 Any time or indulgence given by the Company will not in any way prejudice any of its rights in respect of the Contract.
17.5 Any notice or claim under the Contract shall be in writing and shall be effectively served if it is personally delivered or sent by pre-paid first class post or facsimile transmission to the addressee at its address overleaf or any other address for service notified to the other in accordance with this paragraph.
17.6 Telecommunications may be recorded to ensure service standards are met.