Newton Electrical Contractors Limited – Standard Terms and Conditions
1.1 Standard Terms and Conditions:
“We” ,“Our” or ‘us” means Newton Electrical Contractors Ltd
“You” or “Customer” means the purchaser of goods or services from us at any time
“Contract” means this contract for Works and includes all the terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between us and any Contractor
“Contractor” means the employer or other person for whom we are providing Works for.
“Works” means the services described in the Order, inclusive of the installation, testing, commissioning and maintenance of such Works and include the products (including any instalments of the products or any part of them) specified in or implied by the Order.
“Order” means the order placed by you with us whether confirmed by us verbally or in writing.
“Price” means the price/charge for the Works
“Specification” includes any plans, drawings, data or other information relating to the Works.
1.2 This Contract contains the entire bargain between you and us and in the case of any inconsistency between these terms and conditions and the terms and conditions of any other contract documents sent by you to us (whatever their respective dates) in respect of the Works these terms and conditions shall prevail.
1.3 No waivers alterations or modifications of these terms and conditions shall be valid unless made in writing signed by a duly authorised representative of the party against whom the same shall be sought to be enforced. Any concession or waiver made by us at any time shall not prejudice the exercise of your rights hereunder.
1.4 We reserve the right to correct any clerical errors made by our employees at any time.
1.5 Each of the clauses of these terms and conditions and every part thereof shall be separate and severable to the intent that if one clause or one part thereof shall be unenforceable the other clauses and the other parts of the clause respectively shall be effective.
1.6 The exclusions and limitations contained in these terms and conditions only apply so far as permitted by any statute order directive or regulation
1.7 Herein the masculine shall include the feminine and neuter and the singular the plural and vice versa.
1.8 Any reference in these terms and conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
2. SPECIFICATION
2.1 The quantity, quality and description of the Works shall: be as specified in the Order and/or in any applicable Specification supplied by the Contractor, both verbally and by purchase order.
2.2 All drawings, illustrations, descriptive matter/particulars and the like accompanying the Specification and quotations, estimates or acknowledgements of Orders or contained in our catalogues, brochures, samples and any weights and dimensions stated by us are intended to present a general idea of the Works described and are approximate only and in no case are intended as a warranty or condition or a description or a representation inducing the Contract.
3. PRICE
3.1 All Prices quoted are exclusive of Value Added Tax. Quotations given are an invitation to treat only and the Prices stated are only valid for a period of 28 days following the date of quotation.
3.2 All Prices stated in quotations are based on the current Price of materials, transport, labour and our other prime costs including the rate of exchange of sterling and if the same shall increase after the date of the Order we shall be entitled to increase the Price for the Works by a fair proportion to reflect the increased cost.
4. PAYMENT TERMS
4.1 Payment on an interim application is due within 60 days of the date of the interim application. Following our submission of an interim application we will send you an invoice unless you notify us that you have a self billing system.
4.2 All invoices are due and payable in full (without any deduction for retentions, setoffs or counter claims) within 60 days of the date of the invoice.
4.3 We shall be entitled to charge interest at the rate of 5% above the base lending rate from time to time of HSBC Bank plc unless entitled to a higher rate by statute.
5. DELIVERY
5.1 Dates for commencement installation performance or completion of the Works are estimates only and are not to be of the essence of the Contract. We will use our best endeavours to meet any dates named by us for commencement and completion. We shall not be liable in any way in respect of late commencement or completion howsoever caused nor shall such failure be deemed to be a breach of contract unless and until you have given written notice to us making time of the essence and giving us a reasonable time in which to complete the Works. If we are not willing to accept such completion date we may without liability cancel the contract and notify you accordingly.
6. VARIATIONS TO THE WORKS
6.1 We reserve the right to vary the Works where in our absolute discretion we consider it necessary to carry out the main purpose of this Contract.
6.2 We will endeavour to carry out all reasonable variations to the Works requested by you but shall not be obliged to accept any such request for variation and shall be entitled to make a reasonable Price adjustment consequent upon any variation accepted.
7. CANCELLATION AND FORCE MAJEURE
7.1 If you cancel an Order then you shall pay us on demand a sum equivalent to all our costs, fees and expenses incurred in meeting the Order including any damages payable to Us and any Contractor, suppliers and other together with a reasonable proportion of our overheads as well as a reasonable proportion of any loss of anticipated profits we suffer on the said Order
7.2 We shall be entitled to suspend or cancel your Order under this Contract between the parties hereto:
7.2.1 If any payment is overdue or
7.2.2 If you prevent us from being able to complete the Order
7.3 For the purpose of this condition time of payment shall be of the essence of the Contract.
7.4 If events beyond our reasonable control prevent us from performing our obligations hereunder we may without liability cancel this Contract
8. WARRANTY AND LIMITATION OF LIABILITY
8.1 We warrant that we shall repair or replace or redo any Works which are found to be defective due to faulty materials or workmanship within 6 months of the date of completion of the relevant Order provided that:
8. 1.1 Notice of such defects is given to us in writing within 28 days of our final invoice.
8.1.2 The defects developed under proper and normal working conditions and no work, repair or tampering to the same has been carried out by persons other than our authorised agents.
8.2 Where the Works are to your specification or design no liability is accepted by us for Specification or design errors which shall remain your responsibility if we cannot repair or replace the defective Works our liability shall be limited to refunding the cost of the Works only.
8.3 Except as provided in condition 8. 1, no warranty (express or implied) is given by us as to our Works including as to the state, condition, performance, quality, fitness for purpose or standard of the Works.
8.4 We shall not be liable for any consequential losses or loss of profit. However, we do accept liability for death or personal injury caused by our own negligence.
8.5 In any event, except for the liability accepted under condition 8.4, our liability shall not exceed the total Price of the Order.
8.6 Notwithstanding such of the provisions of the British Safety Standard BS7671 as provide that anyone installing additional wiring into an existing electrical installation becomes responsible for the whole electrical installation at the premises we hereby reject any such liability.
9. PASSING OF PROPERTY AND RISK
9.1 Property in the Works shall not pass to you until we have received in cash or cleared funds full payment of the Price of the Order and all other sums outstanding in respect of the Works undertaken by us for you and for which payment is due. Risk of damage to or loss of all Goods supplied and fitted by us shall pass to the Customer upon delivery. Notwithstanding delivery and the passing of risk in the Goods, the property in the Goods shall not pass to the Customer until we has received payment in full. Until such time, the Customer may use or hold the Goods as Newton Electrical Contractors fiduciary agent and bailee and shall keep the equipment in good condition, properly operated, maintained and insured. Until payment is received in full, we shall retain title to the Goods, be entitled to repossess the equipment and retain the express right of entry on the Customer's premises at any time to seize the Goods.
9.2 The risk of any loss or damage or deterioration of the Works from whatever cause arising shall pass to you and therefore be borne by you from the time the Works undertaken are received by you.
10. REMEDY
10.1 Provided we remedy any breach of our obligations under this Contract within 28 days of you advising us in writing of the breach you shall not be entitled either to determine the Contract summarily or to any damages in respect of such breach.
11. YOUR DUTIES
11. 1 The Quotation, Specification and Price are based on continuous and uninterrupted working and assume there will be free access to all necessary areas. Whilst we will make every reasonable effort to work with other trades and with you and your employees any interruptions or delays caused by you or your employees, agents or customers or other trades may result in additional charges. You should try to minimise your liability by ensuring that any works to be provided by other trades are programmed properly.
11.2 You shall use your best endeavours to ensure that the premises in which us and our employees servants or agents may have to work is safe and without risk for them. All known risks must be notified to us before commencement of the Works.
11.3 You shall indemnify us and any of our employees servants or agents at the premises where the Works are to be carried out against any accident, damage or loss caused to us or our employees servants or agents or their property whilst working at the premises.
11.4 Due to the nature of our work which involves electrical installations, you must notify us of any computer system or other electronic or similar system that may be affected by our work and take the necessary precautions to protect it. This may mean you will have to switch the system off all together. All concerns regarding interruptions of your electrical systems and electric supply to your premises should be raised with us or our Managing Director specifically before commencement of the Works.
12. TERMINATION
We shall terminate this Contract or any other contract with you if you:
12.1 Make default in or commit any breach of your obligations to us under this Contract or any other contract we may have with you at that time or
12.2 Are involved in any legal proceedings in which your solvency is involved or.
12.3 Become insolvent (whether by bankruptcy, receivership, administration, liquidation or voluntary arrangement) or if serious doubt arises as to your solvency or you cease or threaten to cease trading then in any such case we shall immediately become entitled (not affecting other claims and rights under this Contract) to suspend further performance of this Contract or any other contract with you for such time not exceeding six months as we shall in our absolute discretion think fit or (whether or not notice of such suspension shall have been given) to treat this Contract or any other contract with you as wrongfully repudiated by you and forthwith terminate the contract. We will notify you of the exercise of our option to suspend or terminate the contract within a reasonable time of us becoming aware of the fact or default on your part giving rise to our rights under this condition.
13. INSOLVENCY OF CUSTOMER
This Clause applies if:
13.1 the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or
13.2 (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
13.3 an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
13.4 the Customer ceases, or threatens to cease, to carry on business; or
13.5 the Company reasonably apprehends that any of the aforementioned events are about to occur in relation to the Customer and notifies the Customer accordingly.
13.6 If this Clause applies then, without prejudice to any other right or remedy available to the Company, we shall be entitled to cancel the Contract or suspend any further works under the Contract without any liability to the Customer, and if the Goods or the Customer's Equipment have been fitted but not paid for the Price shall become immediately due and payable not withstanding any previous agreement or arrangement to the contrary and not overriding the rights of us under Clause 9 to repossess the Goods.
14. ARBITRATION
If at any time any dispute shall arise between you and us in connection with this contract we may give notice in writing of the existence of such dispute to you and require the same to be referred to the arbitration of a person mutually agreed upon or failing agreement to some person appointed by the President for the time being of the Law Society. The submission shall be deemed to be a submission to arbitration within the meaning of the Arbitration Acts.
15. JURISDICTION
This contract shall be interpreted according to English law and only the English Court shall try any action arising out of this contract.
Mark Thorpe
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