9th February 2016
These terms are the terms upon which we contract to supply services and/or goods to our clients and unless we have agreed to the contrary in writing we only offer to supply our services on the basis of these terms. We will agree modifications to these terms but such agreement must be in writing and cannot be inferred from a course of behaviour.
SCOPE OF CONTRACT
(a) S3 Process Limited (“The Supplier”) supplies the contracting party (“the Client”) with the service of advising Clients in relation to the design procurement build installation commissioning operational use and validation of complex mechanical engineering equipment and the provision of ancillary services (including acting as agent in the purchase of equipment and services) and giving general advice about industrial processing (“the Service”)
(b) This contract shall be subject to the Laws of England and Wales and the exclusive jurisdiction of the English Courts.
(c) The Supplier agrees to carry out the Service for the Client reasonably speedily and using reasonable skill and care and subject to the matters set out below
CLIENT’S DUTY TO PROVIDE INFORMATION AND SUPPORT
(a) The Client shall be solely responsible for providing the Supplier at all relevant times with all necessary and updated information relating to the Service including all relevant information concerning its plant equipment premises industry sector processes and its requirements for the Service. The Supplier shall not be responsible for any shortcomings in such Information.
(b) The Client shall provide the Supplier with such support including access (physical and electronic), supply services, fork trucks, lifting equipment and premises availability and all other inputs and supports as are reasonable to permit the Supplier to carry out the service efficiently and speedily, and will procure that all such inputs and Support are of good engineering quality. The Supplier will comply with all reasonable instructions of the Client in this regard and if such instructions cause a delay or a cost increase then the Supplier will endeavour to inform the Client.
The delivery times of the Service stated by the Supplier are reasonable estimates and the Supplier shall not be responsible for any delay that is not directly attributable to the fault of the Supplier and in the case of delay:-
(a) Caused by circumstances beyond either party’s control then the Supplier will be allowed a reasonable extension of time.
(b) Caused by the Client (including caused to the Client by the Client’s chosen contracting parties) the Supplier will be entitled to a reasonable extension of time and compensation for any costs expenses and losses that it suffers as a result thereof.
(c) Which is directly attributable to the sole fault of the Supplier, in the event that the delay exceeds 14 days from the stated delivery time, the Suppliers liability to the Client will be compensation for direct losses the Client suffers limited to 0.5% of the contract price for each week of delay up to a maximum of 5%,
If the Service includes the provision of third party equipment or materials the Supplier shall not be held responsible for any delay which is the fault of a third party.
THIRD PARTY EQUIPMENT MATERIALS AND SUBCONTRACTORS
(a) If the Service includes the provision of third party equipment or materials then the Supplier will (based on the Client’s information and Support) advise on and procure (as agent) materials and equipment that the Supplier reasonably considers are appropriate for the contract at a reasonable price. The Supplier shall not be responsible for any shortcomings in third party equipment or materials but will (at the request and cost of the Client) seek to rectify the same and (if it lies within its power) enable the Client to enforce its rights.
(b) If the Service includes the provision of subcontractors then the Supplier will advise on and procure the services of subcontractors who the Supplier believes to be reasonably professionally competent. The Supplier will not be responsible for any failures of subcontractors but will give all reasonable assistance to the Client to permit the Client to enforce its rights against sub contractors, including assigning all the Suppliers rights to the Client on request.
DESIGNS AND SPECIFICATIONS
(a) All of the Suppliers designs drawings illustrations specifications and indications of physical chemical electronic and/or computing properties created or used in connection with the contract (“the Designs”) are indications and not binding in detail and expressly marked to the contrary.
(b) The Supplier shall be entitled to vary the Designs and/or correct errors or omissions provided the products received by the Client are in substantial conformity with the contract and the Client’s reasonable needs.
(a) The Contract Price is exclusive of VAT and other local taxes and of all reasonable material and equipment costs and third party charges that are reasonably needed to enable the Supplier to provide the Service to the Client, and the Client agrees to pay these.
(b) Any estimate of the whole or any part of the Contract Price is given in good faith and shall be treated as an estimate only and all errors and omissions shall be excepted.
(c) Payment of the Contract Price shall be made in pounds sterling within 28 days of the date of invoice (unless otherwise agreed in writing by the Supplier). The Supplier shall be entitled to charge interest on overdue sums thereafter at the rate of 3% per annum above the base rate for the time being of the Supplier’s Bank.
(d) In the case of contracts that are likely to be of more than one months duration the Supplier will be entitled to deliver monthly invoices or partial shipments on account but shall be required to reconcile and give credit for such payments at the end of the contract.
(e) Unless a specific basis for remuneration has been agreed the Supplier will be entitled to reasonable remuneration based on cost of materials and expenses plus reasonable mark-up thereon plus value of the Suppliers services in accordance with the Supply of Goods and Services Act 1982 (as amended).
(f) Risk and title in goods procured by the Supplier as agent of the Client shall pass in accordance with the contract between the provider of such goods and the Client.
(g) Risk in any goods supplied by the Supplier shall pass to the Client upon delivery to the Client and title shall pass when the Client has paid for them and in the case of non-payment the Client grants the Supplier and its agents the irrevocable right to enter onto its premises to recover such goods.
INTELLECTUAL PROPERTY AND CONFIDENTIALITY
(a) The Suppliers confidential information and know-how and copyright and design right in the Suppliers original works (including the Designs and all other specifications, designs, drawings and illustrations whether stored or displayed physically or electronically and in whatever medium) and the design right in the Designs and the Suppliers other designs and goods (“the Suppliers Intellectual Property”) belongs to the Supplier and is hereby asserted and the Client is licensed to use the Suppliers Intellectual Property for the purposes of this contract only.
(b) The Clients confidential information and know-how and copyright and design right in the Clients original works (including specifications, designs, drawings, and illustrations whether stored or displayed physically or electronically and in whatever medium) and the design right in the Clients designs and goods (“the Client’s Intellectual Property”) belongs to the Client and is hereby asserted and the Supplier is licensed to use the Client’s Intellectual Property for the purposes of the contract only.
(c) The parties will use reasonable endeavours to protect and preserve each others confidential business information and know-how and will comply with the other parties reasonable requirements in that regard.
LIMITATION OF LIABILITY
(a) Save with regard to damages for death or personal injury, the liability of the Supplier under the Contract or in tort shall not exceed the greater of the sums paid by the Client under the contract or such sum as shall be receivable by the Supplier in respect of any claim under any insurance policy effected by the Supplier from time to time. The Supplier warrants that it maintains such insurances as are reasonable and normal in the Suppliers industry for a company of its type and size.
(b) The Supplier shall not be responsible for any failure of performance by any third party.
(c) The Supplier shall be under no liability to the Client in respect of any breach of contract for any indirect or consequential loss (including any loss of profits income production plant availability goodwill or third party losses) and the parties recognise that the process industry is highly complex and the Client should insure against foreseeable risks.
TRADE MARKS PUBLICITY AND EXAMPLES
(a) The parties shall be entitled to use each other’s brands and trade marks for the purpose of this contract only.
(b) The Supplier shall have reasonable right (subject to its overriding obligation to protect all confidential information or know-how of the Client) to publicise its involvement in the Contract once the work that was the subject of the Contract is in the public domain.