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TERMS AND CONDITIONS FOR THE PROVISION OF DESIGN SERVICES
- DEFINITIONS
1.1 “Contract” shall mean this agreement between the Client and the Company for the provision of
the Services together with the Schedules.
1.2 “Charges” shall mean the charges specified in Schedule 1 together with any additions thereto
or deductions therefrom agreed in writing.
1.3 “Services” shall mean the services set out in Schedule 2.
1.4 “Company” applies only to the specific business with which the contract is placed. Any other
parent or associated company is completely removed and carries no interest or liability. For the
avoidance of doubt ‘Ainscough Industrial Services Limited’ does not accept or engage in
any contracts with any client at any time. - MISTAKES IN INFORMATION
2.1 If additional costs or delay are directly occasioned by any discrepancies, errors or omissions in
the information and decisions supplied to the Company by the Client, the Client shall pay any such
additional costs to the Company and shall allow an extension of any time specified in Schedule 2 to
complete the Services. - PREMISES AND FACILITIES
3.1 The Client shall arrange for or grant the Company access at all reasonable times to premises
as may be necessary for the provision of the Services and shall provide the Company with the
facilities as set out in Schedule 3 – Facilities provided by the Client. - VARIATIONS
4.1 If the Client requires any reasonable alteration, addition or omission to the Services
(hereinafter referred to as a “Variation”) the Company shall identify the impact of the Variation on
the Services and the Charges in writing within a reasonable period of his/her receipt of the Client’s
written request. The Contract shall remain unchanged unless and until the parties agree any
Variation in writing.
4.2 Where the Company identifies the impact of a Variation on the Services and the Charges in
writing any price or prices contained therein shall, unless otherwise stated, be valid for a period of
30 days and thereafter the Company shall retain the right to increase such price or prices to take
into account any increased cost of materials, labour and/or plant that it may suffer or incur.
4.3 In the event that the Company identifies the impact of a Variation on the Services and the
Charges in writing and the parties fail to agree any Variation in writing, the impact of the Variation
on the Services and the Charges identified by the Company in writing shall be deemed for all
purposes to be agreed between the parties. - COMPANY’S OBLIGATIONS
5.1 The Company shall exercise reasonable skill and care in the performance of the Services and
agreed Variations.
5.2 The Nothing in this agreement will create any relationship of employer/employee. The
Company is not the servant or agent of the Client.
AIS/TC-D/SEP 2015/Rev1
AIS/TC-D/SEP 2015/Rev1 Page 2
5.3 This agreement, together with Schedules 1 to 3 shall constitute the entire agreement between
the Client and the Company and no other representations made by either the Client or the
Company shall be effectively incorporated in the agreement unless such representations are
recorded in writing in a document signed by a Director of the Client and the Company. - ASSIGNMENT AND SUBCONTRACTING
6.1 Neither party shall assign any of its rights or obligations under the Contract without the prior
written consent of the other party, which shall not be unreasonably withheld.
6.2 The Company shall not subcontract any part of the Services without the written consent of the
Client, which shall not be unreasonably withheld. - INDEMNITY AND INSURANCE
7.1 No liability shall attach to the Company in respect of the performance of the Services and
agreed Variations except for liability which is covered by its Professional Indemnity Insurance.
The cover provided by the Company’s Professional Indemnity Insurance is limited to £5,000,000
for any one occurrence or series of occurrences arising out of each and every event. Nothing in
the Contract shall operate to exclude or limit the liability of the Company in respect of death or
personal injury caused by the negligence of the Company.
7.2 No liability shall attach to the Company either in contract or in tort for loss, injury or damage
sustained as a result of any act, omission or insolvency of any person other than the Company and
the Company shall not be liable to or indemnify the Client in respect of any claim made against it for
any such loss, injury or damage.
7.3 No liability shall attach to the Company in respect of consequential loss.
7.4 The Company’s liability to the Client in respect of any loss, cost, expense and/or damage
suffered and/or incurred as a result of any act (negligent or otherwise), omission, default or breach
of contract by the Company shall be limited to that proportion of such loss, cost, expense and/or
damage as it is just and equitable for the Company to bear having regard to the extent of the
Company’s contribution to such loss, cost, expense and/or damage and on the basis that all other
persons who have contributed to such loss, cost, expense and/or damage shall be deemed to have
borne such proportion as it is just and equitable for them to bear having regard to the extent of their
contribution to such loss, cost, expense and/or damage.
7.5 Notwithstanding the above, the total liability owed by the Company to the Client shall not
exceed the lower of £25,000 or the total of the Charges set out at Schedule 1. Any higher limit of
indemnity shall be at the Company’s absolute sole discretion and must be agreed between the
parties in writing. Nothing in this Contract shall operate to exclude or limit the liability of the
Company in respect of death or personal injury caused by the negligence of the Company.
7.6 The Company shall maintain professional indemnity insurance for the period of the Contract
provided that such cover remains available on reasonable terms and at reasonable rates and when
so required by the Client shall produce evidence of that cover. - CHARGES AND TERMS OF PAYMENT
8.1 The Company shall be entitled to render interim fee account invoices in respect of Services
performed each calendar month. The due date for the payment of each invoice shall be the date of
the invoice and the final date for payment of each invoice shall be 30 days after the invoice date.
The Scheme for Construction Contracts (England and Wales) Regulations 1998 shall apply to all
payments.
AIS/TC-D/SEP 2015/Rev1 Page 3
8.2 If the payment of any sum due under this Contract is not made by the final date for its payment,
the Company shall be entitled to charge interest of 6% above the base rate for the time being in
force. The parties agree that this is a substantial remedy for late payment of any sum due.
In addition to its right to receive interest for late payment, the Company shall also be entitled to
suspend performance of the Services provided that no such suspension may take place unless the
Company shall have given written notice requiring payment on an overdue sum within 7 days and
the Client shall have failed to comply with the notice.
8.3 If any part of an invoice is disputed or queried by the Client, the payment of the remainder of the
invoice shall not be delayed.
8.4 VAT shall be added to all invoices at the prevailing rate. - DIVISIBILITY
9.1 The Contract is divisible. Each invoice submitted shall be deemed to arise from a separate
contract; all invoices shall be payable in full, without reference to and notwithstanding any dispute
concerning any other invoice. Any dispute will remain with the contracted company only and does
not concern any other associated ,related or subsidiary business. - EXTENSION OF TIME AND ADDITIONAL COST
10.1 The Company shall collaborate with the Client, and other companies as required, to establish
a programme for the production of the Services that the Company has undertaken to carry out and
comprised within Schedule 2. The Company shall use reasonable endeavours to carry out the
Services within the established programme and the parties agree that time is not of the essence for
the carrying out of the Services by the Company. For the sake of clarity, the parties agree that
a) the Client is not entitled to terminate this Contract in the event that the Services are not
produced by the Company in strict accordance with any programme agreed for its
production;
and
b) the Company will not be or become liable for the payment of any damages,
consequential loss or other costs or losses for any delay, howsoever caused, whether this
be as a result of the Company not producing the Services in accordance with any agreed
programme, or otherwise.
10.2 If the Company is delayed or impeded in the performance of its obligations by:
a) any act or omission of the Client, its servants or agents,
or
b) by any circumstance that is specified in Schedule 2,
the Company shall be entitled to be paid any additional costs thereby incurred by it with an
allowance for profit where specified in Schedule 2 and, where appropriate, be allowed an extension
of any time specified in Schedule 2 in which to complete any outstanding Services. - INSOLVENCY AND BANKRUPTCY
11.1 If either party shall become insolvent or bankrupt, or have a receiving order or administration
order made against it or compound with its creditors or, being a corporation, commence to be
wound up (not being a members’ voluntary winding up for the purpose of reconstruction or
AIS/TC-D/SEP 2015/Rev1 Page 4
amalgamation) or carry on its business under an administrator or administrative receiver for the
benefit of its creditors or any of them, the other party shall be at liberty either
a) to terminate the Contract forthwith by notice in writing to the other or to the administrative
receiver or administrator or liquidator or to any person in whom the Contract may become
vested,
or
b) to give such administrative receiver, administrator, liquidator or other person the option of
carrying out the Contract subject to their providing of a guarantee for the due and faithful
performance of the Contract up to an amount to be agreed. - TERMINATION
12.1 If either party is in breach of its obligations under the Contract and fails to remedy the breach
within 14 days (or such longer reasonable period as may be specified) of receiving a written notice
to remedy the breach, then the Contract can be terminated forthwith by the party not in default
without prejudice to the accrued rights of the parties. - CONFIDENTIALITY
13.1 The Company and the Client shall keep confidential all information of the other party, whether
designated as confidential or not, obtained under or in connection with the Contract and shall not
divulge the same to any third party without the written consent of the other party. The provisions of
this clause shall not apply to any information in the public domain otherwise than by breach of the
Contract; or information obtained from a third party who is free to divulge the same.
13.2 The Company and Client shall divulge confidential information only to those employees who
are directly involved in the Contract or have use of equipment and/or software used in connection
with the Contract and shall ensure that such employees are aware of and comply with these
obligations as to confidentiality.
13.3 The Company may refer to the Contract or to the fact that the Client is his/her customer with
the prior consent of the Client which shall not be unreasonably withheld. - FORCE MAJEURE
14.1 If the Company is delayed in the performance of the Services by circumstances beyond its
reasonable control, it shall give immediate written notice of that fact to the Client and shall be
entitled to an extension of any time specified in Schedule 2 for the completion of the Services. If
the Services are so delayed by more than 45 days after the date of the notice, or such other period
as the parties may agree, either party may terminate the Contract by giving written notice to the
other party. In the event of such termination, the Company shall be entitled to that part of the
Charges applicable to the Services provided prior to the receipt of the written notice of termination,
including costs that are reasonably incurred in expectation of the Services continuing and any
additional costs reasonably incurred in terminating the services. - INTELLECTUAL PROPERTY RIGHTS
15.1 Unless otherwise agreed in writing, know-how and intellectual property rights evolved and
generated from or arising in the performance of or as a result of the Contract shall (to the extent
that they are not already vested in the Company) vest in and be the absolute property of the
Company. The Client shall have a non-exclusive, non-transferable, royalty-free licence to use,
and have used, that know-how and intellectual property rights for any purpose in connection with
AIS/TC-D/SEP 2015/Rev1 Page 5
the Contract.
15.2 Know-how and intellectual property rights evolved and generated from or arising in the
performance of or as a result of the activities of the Company shall (to the extent that they are not
already vested in the Company) vest in and be the absolute property of the Company. - RECRUITMENT CONSIDERATION
16.1 Should any member of the Company’s staff directly involved in the provision of the Services
leave the Company’s employment to join the Client or any company associated with or in its
ownership either during the period of his or her direct involvement with the Services or within a
period of 6 months after his or her direct involvement with the Services ceases, the Client will pay
the Company, in addition to all interim fee account invoices and/or final fee account invoice in
respect of the provision of the Services, a recruitment fee of 40% of the gross annual salary of the
member of staff concerned. - SEVERANCE
17.1 If any court or other tribunal finds that any provision of this Contract (or part of any provision)
is invalid, illegal or unenforceable, that provision or part provision shall to the extent required be
deemed to be deleted, and the validity and enforceability of the other provisions of this agreement
shall not be affected. - RECORDS
18.1 The Company shall maintain records of all Services provided under the Contract for a period
of 2 years from the completion of the Contract. The Company shall provide copies of such records
to the Client as may be reasonably required on request and the Client shall reimburse the
Company with the reasonable costs incurred in preparing and supplying the copies. - LAW
19.1 Nothing in this Contract is intended to confer on any third party any benefit or right to enforce
any of these terms pursuant to the Contracts (Rights of Third Parties) Act 1999 which benefit or
right is excluded.
19.2 This Contract and any dispute which arises between the Client and the Company under or in
connection with it shall be subject to the Laws of England.
TERMS AND CONDITIONS FOR THE PROVISION OF DESIGN SERVICES
- DEFINITIONS
1.1 “Contract” shall mean this agreement between the Client and the Company for the provision of
the Services together with the Schedules.
1.2 “Charges” shall mean the charges specified in Schedule 1 together with any additions thereto
or deductions therefrom agreed in writing.
1.3 “Services” shall mean the services set out in Schedule 2.
1.4 “Company” applies only to the specific business with which the contract is placed. Any other
parent or associated company is completely removed and carries no interest or liability. For the
avoidance of doubt ‘Ainscough Industrial Services Limited’ does not accept or engage in
any contracts with any client at any time. - MISTAKES IN INFORMATION
2.1 If additional costs or delay are directly occasioned by any discrepancies, errors or omissions in
the information and decisions supplied to the Company by the Client, the Client shall pay any such
additional costs to the Company and shall allow an extension of any time specified in Schedule 2 to
complete the Services. - PREMISES AND FACILITIES
3.1 The Client shall arrange for or grant the Company access at all reasonable times to premises
as may be necessary for the provision of the Services and shall provide the Company with the
facilities as set out in Schedule 3 – Facilities provided by the Client. - VARIATIONS
4.1 If the Client requires any reasonable alteration, addition or omission to the Services
(hereinafter referred to as a “Variation”) the Company shall identify the impact of the Variation on
the Services and the Charges in writing within a reasonable period of his/her receipt of the Client’s
written request. The Contract shall remain unchanged unless and until the parties agree any
Variation in writing.
4.2 Where the Company identifies the impact of a Variation on the Services and the Charges in
writing any price or prices contained therein shall, unless otherwise stated, be valid for a period of
30 days and thereafter the Company shall retain the right to increase such price or prices to take
into account any increased cost of materials, labour and/or plant that it may suffer or incur.
4.3 In the event that the Company identifies the impact of a Variation on the Services and the
Charges in writing and the parties fail to agree any Variation in writing, the impact of the Variation
on the Services and the Charges identified by the Company in writing shall be deemed for all
purposes to be agreed between the parties. - COMPANY’S OBLIGATIONS
5.1 The Company shall exercise reasonable skill and care in the performance of the Services and
agreed Variations.
5.2 The Nothing in this agreement will create any relationship of employer/employee. The
Company is not the servant or agent of the Client.
AIS/TC-D/SEP 2015/Rev1
AIS/TC-D/SEP 2015/Rev1 Page 2
5.3 This agreement, together with Schedules 1 to 3 shall constitute the entire agreement between
the Client and the Company and no other representations made by either the Client or the
Company shall be effectively incorporated in the agreement unless such representations are
recorded in writing in a document signed by a Director of the Client and the Company. - ASSIGNMENT AND SUBCONTRACTING
6.1 Neither party shall assign any of its rights or obligations under the Contract without the prior
written consent of the other party, which shall not be unreasonably withheld.
6.2 The Company shall not subcontract any part of the Services without the written consent of the
Client, which shall not be unreasonably withheld. - INDEMNITY AND INSURANCE
7.1 No liability shall attach to the Company in respect of the performance of the Services and
agreed Variations except for liability which is covered by its Professional Indemnity Insurance.
The cover provided by the Company’s Professional Indemnity Insurance is limited to £5,000,000
for any one occurrence or series of occurrences arising out of each and every event. Nothing in
the Contract shall operate to exclude or limit the liability of the Company in respect of death or
personal injury caused by the negligence of the Company.
7.2 No liability shall attach to the Company either in contract or in tort for loss, injury or damage
sustained as a result of any act, omission or insolvency of any person other than the Company and
the Company shall not be liable to or indemnify the Client in respect of any claim made against it for
any such loss, injury or damage.
7.3 No liability shall attach to the Company in respect of consequential loss.
7.4 The Company’s liability to the Client in respect of any loss, cost, expense and/or damage
suffered and/or incurred as a result of any act (negligent or otherwise), omission, default or breach
of contract by the Company shall be limited to that proportion of such loss, cost, expense and/or
damage as it is just and equitable for the Company to bear having regard to the extent of the
Company’s contribution to such loss, cost, expense and/or damage and on the basis that all other
persons who have contributed to such loss, cost, expense and/or damage shall be deemed to have
borne such proportion as it is just and equitable for them to bear having regard to the extent of their
contribution to such loss, cost, expense and/or damage.
7.5 Notwithstanding the above, the total liability owed by the Company to the Client shall not
exceed the lower of £25,000 or the total of the Charges set out at Schedule 1. Any higher limit of
indemnity shall be at the Company’s absolute sole discretion and must be agreed between the
parties in writing. Nothing in this Contract shall operate to exclude or limit the liability of the
Company in respect of death or personal injury caused by the negligence of the Company.
7.6 The Company shall maintain professional indemnity insurance for the period of the Contract
provided that such cover remains available on reasonable terms and at reasonable rates and when
so required by the Client shall produce evidence of that cover. - CHARGES AND TERMS OF PAYMENT
8.1 The Company shall be entitled to render interim fee account invoices in respect of Services
performed each calendar month. The due date for the payment of each invoice shall be the date of
the invoice and the final date for payment of each invoice shall be 30 days after the invoice date.
The Scheme for Construction Contracts (England and Wales) Regulations 1998 shall apply to all
payments.
AIS/TC-D/SEP 2015/Rev1 Page 3
8.2 If the payment of any sum due under this Contract is not made by the final date for its payment,
the Company shall be entitled to charge interest of 6% above the base rate for the time being in
force. The parties agree that this is a substantial remedy for late payment of any sum due.
In addition to its right to receive interest for late payment, the Company shall also be entitled to
suspend performance of the Services provided that no such suspension may take place unless the
Company shall have given written notice requiring payment on an overdue sum within 7 days and
the Client shall have failed to comply with the notice.
8.3 If any part of an invoice is disputed or queried by the Client, the payment of the remainder of the
invoice shall not be delayed.
8.4 VAT shall be added to all invoices at the prevailing rate. - DIVISIBILITY
9.1 The Contract is divisible. Each invoice submitted shall be deemed to arise from a separate
contract; all invoices shall be payable in full, without reference to and notwithstanding any dispute
concerning any other invoice. Any dispute will remain with the contracted company only and does
not concern any other associated ,related or subsidiary business. - EXTENSION OF TIME AND ADDITIONAL COST
10.1 The Company shall collaborate with the Client, and other companies as required, to establish
a programme for the production of the Services that the Company has undertaken to carry out and
comprised within Schedule 2. The Company shall use reasonable endeavours to carry out the
Services within the established programme and the parties agree that time is not of the essence for
the carrying out of the Services by the Company. For the sake of clarity, the parties agree that
a) the Client is not entitled to terminate this Contract in the event that the Services are not
produced by the Company in strict accordance with any programme agreed for its
production;
and
b) the Company will not be or become liable for the payment of any damages,
consequential loss or other costs or losses for any delay, howsoever caused, whether this
be as a result of the Company not producing the Services in accordance with any agreed
programme, or otherwise.
10.2 If the Company is delayed or impeded in the performance of its obligations by:
a) any act or omission of the Client, its servants or agents,
or
b) by any circumstance that is specified in Schedule 2,
the Company shall be entitled to be paid any additional costs thereby incurred by it with an
allowance for profit where specified in Schedule 2 and, where appropriate, be allowed an extension
of any time specified in Schedule 2 in which to complete any outstanding Services. - INSOLVENCY AND BANKRUPTCY
11.1 If either party shall become insolvent or bankrupt, or have a receiving order or administration
order made against it or compound with its creditors or, being a corporation, commence to be
wound up (not being a members’ voluntary winding up for the purpose of reconstruction or
AIS/TC-D/SEP 2015/Rev1 Page 4
amalgamation) or carry on its business under an administrator or administrative receiver for the
benefit of its creditors or any of them, the other party shall be at liberty either
a) to terminate the Contract forthwith by notice in writing to the other or to the administrative
receiver or administrator or liquidator or to any person in whom the Contract may become
vested,
or
b) to give such administrative receiver, administrator, liquidator or other person the option of
carrying out the Contract subject to their providing of a guarantee for the due and faithful
performance of the Contract up to an amount to be agreed. - TERMINATION
12.1 If either party is in breach of its obligations under the Contract and fails to remedy the breach
within 14 days (or such longer reasonable period as may be specified) of receiving a written notice
to remedy the breach, then the Contract can be terminated forthwith by the party not in default
without prejudice to the accrued rights of the parties. - CONFIDENTIALITY
13.1 The Company and the Client shall keep confidential all information of the other party, whether
designated as confidential or not, obtained under or in connection with the Contract and shall not
divulge the same to any third party without the written consent of the other party. The provisions of
this clause shall not apply to any information in the public domain otherwise than by breach of the
Contract; or information obtained from a third party who is free to divulge the same.
13.2 The Company and Client shall divulge confidential information only to those employees who
are directly involved in the Contract or have use of equipment and/or software used in connection
with the Contract and shall ensure that such employees are aware of and comply with these
obligations as to confidentiality.
13.3 The Company may refer to the Contract or to the fact that the Client is his/her customer with
the prior consent of the Client which shall not be unreasonably withheld. - FORCE MAJEURE
14.1 If the Company is delayed in the performance of the Services by circumstances beyond its
reasonable control, it shall give immediate written notice of that fact to the Client and shall be
entitled to an extension of any time specified in Schedule 2 for the completion of the Services. If
the Services are so delayed by more than 45 days after the date of the notice, or such other period
as the parties may agree, either party may terminate the Contract by giving written notice to the
other party. In the event of such termination, the Company shall be entitled to that part of the
Charges applicable to the Services provided prior to the receipt of the written notice of termination,
including costs that are reasonably incurred in expectation of the Services continuing and any
additional costs reasonably incurred in terminating the services. - INTELLECTUAL PROPERTY RIGHTS
15.1 Unless otherwise agreed in writing, know-how and intellectual property rights evolved and
generated from or arising in the performance of or as a result of the Contract shall (to the extent
that they are not already vested in the Company) vest in and be the absolute property of the
Company. The Client shall have a non-exclusive, non-transferable, royalty-free licence to use,
and have used, that know-how and intellectual property rights for any purpose in connection with
AIS/TC-D/SEP 2015/Rev1 Page 5
the Contract.
15.2 Know-how and intellectual property rights evolved and generated from or arising in the
performance of or as a result of the activities of the Company shall (to the extent that they are not
already vested in the Company) vest in and be the absolute property of the Company. - RECRUITMENT CONSIDERATION
16.1 Should any member of the Company’s staff directly involved in the provision of the Services
leave the Company’s employment to join the Client or any company associated with or in its
ownership either during the period of his or her direct involvement with the Services or within a
period of 6 months after his or her direct involvement with the Services ceases, the Client will pay
the Company, in addition to all interim fee account invoices and/or final fee account invoice in
respect of the provision of the Services, a recruitment fee of 40% of the gross annual salary of the
member of staff concerned. - SEVERANCE
17.1 If any court or other tribunal finds that any provision of this Contract (or part of any provision)
is invalid, illegal or unenforceable, that provision or part provision shall to the extent required be
deemed to be deleted, and the validity and enforceability of the other provisions of this agreement
shall not be affected. - RECORDS
18.1 The Company shall maintain records of all Services provided under the Contract for a period
of 2 years from the completion of the Contract. The Company shall provide copies of such records
to the Client as may be reasonably required on request and the Client shall reimburse the
Company with the reasonable costs incurred in preparing and supplying the copies. - LAW
19.1 Nothing in this Contract is intended to confer on any third party any benefit or right to enforce
any of these terms pursuant to the Contracts (Rights of Third Parties) Act 1999 which benefit or
right is excluded.
19.2 This Contract and any dispute which arises between the Client and the Company under or in
connection with it shall be subject to the Laws of England.
TERMS AND CONDITIONS FOR THE SALE OF GOODS
- AGREEMENT
1.1 The Supplier shall supply and the Customer shall purchase the Goods in accordance
with the terms of this Contract; and
1.2 This Contract constitutes the entire agreement between the parties and supersedes
and extinguishes all previous drafts, agreements, arrangements and understandings
between them, whether written or oral, relating to its subject matter. - DEFINITIONS AND INTERPRETATION
2.1 In this Contract, unless the context otherwise requires, the following expressions have
the following meanings :
“Accept” or “Acceptance” means the acceptance in writing of an Order by an authorised
representative of the Supplier;
“Business Day” means any day other than a Saturday, Sunday or bank holiday;
“Commencement Date” means the commencement date for the Contract as set out in the
Supplier’s written acceptance of the Customer’s Order;
“Confidential Information” means information which is disclosed to either Party by the
other Party pursuant to or in connection with this Agreement (whether orally or in writing
or any other medium, and whether or not the information is expressly stated to be
confidential or marked as such);
“Contract Price” means the price stated in the Quotation payable for the Goods, and any
variations agreed between the Parties in writing;
“Customer” means the party named in the Order. Where the Customer consists of two
or more persons such expression shall mean and include such two or more persons and
each or any of them. All obligations on the part of such a Customer shall be joint and
several obligations of such persons;
“Delivery Date” means the date on which the Goods are to be delivered as stipulated in
the Order and accepted by the Supplier;
“Goods” means the Goods (including any installment of the goods or any parts for them)
which the Supplier is to supply in accordance with this Contract;
“Intellectual Property” Means all intellectual property rights, including but not limited to
patents, copyright, design rights and trademarks;
“Materials” means any and all models, plans, sketches, drawings, diagrams, graphs,
calculations, photographs, designs, brochures, notes of meetings, reports, specifications,
bills of quantities, calculations and other similar documents whether in hard copy, on disk
or any other computer generated format on any magnetic or optical storage medium
prepared by or on behalf of the Supplier (whether in existence or to be made) in connection
with this Contract;
AIS/TC-SG/Sep 2015/Rev1 Page 2
“Month” means a calendar month;
“Order” means the Customer’s offer to purchase Goods and/or Services.
“Quotation” means the quotation provided to the Customer by the Supplier;
“Supplier” means the specific business with which the contract is placed. Any other parent or
associated company is completely removed and carries no interest or liability. For the
avoidance of doubt ‘Ainscough Industrial Services Limited’ does not accept or engage in any
contracts with any client at any time.
2.2 Unless the context otherwise requires, each reference in this Contract to :
a) “writing”, and any cognate expression, includes a
reference toany communication effected by electronic or facsimile
transmission or similar means;
b) a statute or a provision of a statute is a reference to that statute or
provision as amended or re-enacted at the relevant time;
c) a Clause or paragraph is a reference to a Clause of this Contract;
d) a “Party” or the “Parties” refer to the parties to this Contract.
2.3 The headings used in this Contract are for convenience only and shall have no effect
upon the interpretation of this Contract.
2.4 Words imparting the singular number shall include the plural and vice versa.
2.5 References to any gender shall include the other gender. - MISTAKES IN INFORMATION
3.1 If additional costs or delay are directly occasioned by any discrepancies, errors or
omissions in the information and decisions provided to the Supplier by the Client, the Client
shall pay any such additional costs to the Supplier and shall allow an extension of any time
specified in Schedule 2 to complete the Services. - BASIS OF SALE
4.1 The Supplier’s employees or agents are not authorised to make any representations
concerning the Goods unless confirmed by the Supplier in writing. In entering into the
Contract the Customer acknowledges that it does not rely on, and waives any claim for
breach of, any such representations which are not so confirmed.
4.2 No variation of this Contract shall be binding unless agreed in writing between the
authorised representatives of the Customer and the Supplier.
4.3 No contract for the sale of the Goods shall be binding on the Supplier unless the
Supplier has Accepted an Order placed by the Customer by whichever is the earlier of:
a) the Acceptance;
b) delivery of the Goods; or
c) provision of an invoice by the Supplier to the Customer.
AIS/TC-SG/Sep 2015/Rev1 Page 3 - COMPANY’S OBLIGATIONS
5.1 Nothing in this agreement will create any relationship of employer/employee. The
Supplier is not the servant or agent of the Customer. - THE GOODS
6.1 No Order shall be deemed to be Accepted by the Supplier unless and until its
acceptance is confirmed in writing by the Supplier.
6.2 The specification for the Goods shall be that set out in the Quotation unless any
variations expressly described in the Order are Accepted by the Supplier.
6.3 The Supplier reserves the right to make any changes in the specification of the
Goods which are required to conform with any applicable safety or other statutory or
regulatory requirements or, where the Goods are to be supplied to the Customer’s
specification, which do not materially affect their quality or performance.
6.4 No order which has been Accepted by the Supplier may be cancelled by the
Customer except with the agreement in writing of the Supplier on the terms that the
Customer shall indemnify the Supplier in full against all loss (including loss of profit),
costs (including the cost of all labour and materials used), damages, charges and
expenses incurred by the Supplier as a result of such cancellation. - PRICE
7.1 Where the Supplier has quoted in writing a price for the Goods other whether in the
Quotation or elsewhere, the price quoted shall be valid for 30 days only or such lesser time
as the Supplier may specify.
7.2 The Supplier reserves the right, by giving written notice to the Customer at any time
before delivery or provision, to increase the price of the Goods and/or Services to
reflect any increase in the cost to the Supplier which is due to any factor beyond the
control of the Supplier (including, without limitation, any foreign exchange fluctuation,
currency regulation, alteration of duties, significant increase in the costs of labour,
materials or other costs of manufacture, increase in taxes), any change in delivery
dates, quantities or specifications for the Goods which are requested by the Customer, or
any delay caused by any instructions of the Customer or failure of the Customer to give the
Supplier adequate information or instructions.
7.3 Except as otherwise agreed in writing between the Customer and the Supplier, all
prices exclude delivery and VAT which shall be chargeable at the prevailing rate.
7.4 In the event that the Supplier provides an invoice(s) without charging VAT and
subsequently it transpires that VAT is chargeable on the invoiced goods, the Supplier
reserves its right to charge separately for such VAT and shall be entitled to charge
retrospectively for VAT not previously charged on an any invoice(s).
7.5 The Contract Price is exclusive of any applicable value added tax, excise, sales taxes,
port dues or levies of a similar nature which are imposed or charged by any competent
fiscal authority or any other taxes payable in respect of the Goods, which the Customer
shall be additionally liable to pay to the Supplier.
AIS/TC-SG/Sep 2015/Rev1 Page 4
7.6 The Supplier shall not be liable for extra cost incurred as a result of supplying Goods
outside of mainland Britain. The following are described inter alia as extra costs :
a) Costs of airfreight, shipping and transport to return/replace faulty or
damaged Goods to the Supplier for replacement or repair.
b) Travel, including time incurred during travel, accommodation and local
travel expenses of the Supplier’s personnel incurred as a result of
inspection, rectification, replacement or recommissioning.
c) Cost of duties, taxes or levies imposed as a result of the supply of
replacement Goods. - PAYMENT
8.1 The Supplier shall invoice the Customer for the supply of Goods on or at any time after
the Goods are delivered to Site.
8.2 The due date for the payment of each invoice shall be the date of the invoice and the
final date for payment of each invoice shall be 30 days after the due date unless otherwise
agreed in writing. Payment shall be made by the final date for payment notwithstanding
that delivery or provision may not have taken place and/or that the property in the
Goods has not passed to the Customer. The time for the payment of the price shall be of
the essence of the Contract. Receipts for payment will be issued only upon request.
8.3 All payments shall be made to the Supplier as indicated on the invoice issued by
the Supplier.
8.4 The Supplier is entitled to request references from the Customer. If at any time the
Supplier is not satisfied as to the creditworthiness of the Customer it may give notice in
writing to the Customer that no further credit will be allowed to the Customer in which
event no further goods will be delivered or provided to the Customer other than against
cash payment and notwithstanding any other term of this Contract, all amounts owing by
the Customer to the Supplier shall be immediately payable in cash.
8.5 All invoices will be provided either electronically or by first class postage in the
United Kingdom. All overseas invoices will be provided by email or facsimile unless
otherwise agreed with the Customer in writing, in which case courier delivery will be
charged at cost. - DELIVERY AND PERFORMANCE
9.1 Any estimated delivery date is approximate only and time shall not be of the essence
in relation to such estimate unless previously agreed in writing between the Parties.
9.2 Unless otherwise agreed in writing, the Customer shall collect the Goods from the
Supplier’s premises within seven days of notification by the Supplier that the Goods are
ready for collection.
9.3 If the Customer fails to collect the Goods or any part of them within seven days of
notification, or in the case of delivery by the Supplier, the Customer wrongfully fails to take
delivery of the Goods, the Supplier shall be entitled upon giving written notice to the
Customer to store or arrange for the storage of the Goods and, notwithstanding any other
provisions of this Contract, risk in the Goods shall pass to the Customer, delivery shall be
deemed to have taken place and the Customer shall pay forthwith to the Supplier the
Contract Price plus all costs and expenses including storage and insurance charges
arising from such failure.
AIS/TC-SG/Sep 2015/Rev1 Page 5
9.4 The Supplier shall be entitled to dispose of the Goods on or after the 60th day of
storage of the Goods. The Contract Price plus any additional costs as required by this
Contract shall still be payable to the Supplier by the Customer after the disposal of the
Goods. - SERVICES AND INTELLECTUAL PROPERTY
10.1 In the absence of written agreement to the contrary, all rights, title to, and interest in
all Intellectual Property and Materials which are developed, designed or generated by the
Supplier in the performance of this contract with the Customer shall vest in and belong to
the Supplier as legal and beneficial owner. Provided that the Customer has paid all
payments properly due to the Supplier pursuant to clause 8, the Customer is granted a
non-exclusive, royalty free, non-assignable licence to use such Intellectual Property and the
Materials to facilitate its use of the Goods.
10.2 Notwithstanding the above, the Customer shall not be entitled to copies of the
Supplier’s designs unless otherwise agreed in writing. Where such designs are provided,
the licence at clause 10.1 above does not entitle the Customer to fabricate copies of the
Goods, nor shall it be entitled to procure that an alternative supplier manufactures such
copy Goods on its behalf.
10.3 All rights, title to, and interest in Intellectual Property which are developed, designed
or generated by the Customer shall vest in and belong to the Customer. The Supplier is
granted a non-exclusive, royalty free licence to use such Intellectual Property to fulfil its
obligations under this Contract.
10.4 The Supplier is not responsible for any use of the Materials other than that for which
they were prepared. - RISK AND RETENTION OF TITLE
11.1 Risk of damage to or loss of the Goods shall pass to the Customer at :
a) in the case of Goods to be collected from the Supplier’s premises, at the
time when the Supplier notifies the Customer that the Goods are available
for collection;
b) in the case of Goods to be delivered otherwise than at the Supplier’s
premises, the time of delivery or, if the Customer wrongfully fails to take
delivery of the Goods, the time when the Supplier has tendered delivery of
the Goods.
11.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision
of this Contract, legal and beneficial title to the Goods shall not pass to the Customer until
the Supplier has received in cleared funds payment in full of the Contract Price.
11.3 Until payment has been made to the Supplier in accordance with this Contract and
title in the Goods has passed to the Customer, the Customer shall be in possession of the
Goods as bailee for the Supplier and the Customer shall store the Goods separately and
in an appropriate environment, shall ensure that they are identifiable as being supplied
by the Supplier and shall insure the Goods against all reasonable risks.
11.4 The Customer shall not be entitled to pledge or in any way charge by way of security
for any indebtedness any of the Goods which remain the property of the Supplier, but if the
Customer does so all money owing by the Customer to the Supplier shall (without
prejudice to any other right or remedy of the Supplier) forthwith become due and
AIS/TC-SG/Sep 2015/Rev1 Page 6
payable.
11.5 The Supplier reserves the right to repossess any Goods in which the Supplier retains
title without notice. The Customer irrevocably authorises the Supplier to enter the
Customer’s premises during normal business hours for the purpose of repossessing the
Goods in which the Supplier retains title and inspecting the Goods to ensure compliance
with the storage and identification requirements of other clauses within this contract. - ASSIGNMENT
12.1 The Supplier may assign the Contract or any part of it to any person, firm or
company without the prior consent of the Customer.
12.2 The Customer shall not be entitled to assign the Contract or any part of it without
the prior written consent of the Supplier. - DEFECTIVE GOODS
13.1 In the event that any of the materials, goods or components supplied by the Supplier as
part of the work scope comprised within the Contract Price or a Variation are defective, then if
agreed to be defective by the Supplier, these will be replaced by the Supplier at the
Supplier’s cost provided that the Customer gives written notice of the defect and this is
received by the Supplier within 5 days of the date of delivery of the defective goods. In the
event that written notice is not given by the Customer or received by the Supplier within 5
days of the date of delivery of any goods considered to be defective, then the Supplier shall
have no liability to replace them at its cost.
13.2 The Supplier shall be under no liability in respect of any defect arising from fair wear
and tear, or any willful damage, negligence, subjection to normal conditions, failure to
follow the Supplier’s instructions (whether given orally or in writing), misuse or alteration of
the Goods without the Supplier’s prior approval, or any other act or omission on the part of
the Customer, its employees or agents or any third party.
13.3 Subject as expressly provided in this Contract, and except where the Goods are sold
under a consumer sale, all warranties, conditions or other terms implied by statute or
common law are excluded to the fullest extent permitted by law.
13.4 The Customer shall be responsible for ensuring that, except to the extent that
instructions as to the use or sale of the Goods are contained in the packaging or
labeling of the Goods, any use or sale of the Goods by the Customer is in compliance with
all applicable statutory requirements and that handling and sale of the Goods by the
Customer is carried out in accordance with directions given by the Supplier or any
competent governmental or regulatory authority and the Customer will indemnify the
Supplier against any liability loss or damage which the Supplier might suffer as a result of
the Customer’s failure to comply with this condition. - CUSTOMER’S DEFAULT
14.1 If the Customer fails to make any payment by the final date then, without prejudice to
any other right or remedy available to the Supplier, the Supplier shall be entitled to :
a) cancel the order or suspend any further deliveries or provision of Goods
and Services to the Customer; and
b) charge the Customer interest from the final date for payment (both before
and after any judgment) on the amount unpaid, at the rate of 6% per
AIS/TC-SG/Sep 2015/Rev1 Page 7
annum above Bank of England base rate from time to time, until payment
in full is made (a part of a month being treated as a full month for the
purpose of calculating interest).
14.2 Without prejudice to any other right or remedy available to the Supplier, the Supplier
shall be entitled to terminate the Contract or suspend any further deliveries under the
Contract without any liability to the Customer where :
a) the Customer becomes subject to an administration order or enters into a
voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or
the Insolvent Partnerships Order 1994 (as amended) or (being an
individual or firm) becomes bankrupt or (being a company) goes into
liquidation;
b) an encumbrancer takes possession, or a receiver is appointed, of any of
the property or assets of the Customer;
c) the Customer ceases, or threatens to cease, to carry on business; or
d) the Supplier reasonably apprehends that any of the events mentioned
above is about to occur in relation to the Customer and notifies the
Customer accordingly.
and if the Goods have been manufactured but not paid for the price shall become
immediately due and payable notwithstanding any previous agreement or arrangement to
the contrary. - LIABILITY
15.1 The Goods shall be of satisfactory quality as defined in section 14 of the Sale of
Goods Act 1979 (as amended or replaced from time to time).
15.2 Any defects in equipment supplied by the Customer remain the responsibility of the
Customer and the Supplier shall be under no liability in respect of defects in the Goods
arising from any drawing, design or specification supplied by the Customer or that are due
to the failure or design of other equipment of the Customer with which the Goods interact,
or failure of electrical supply or any other related services or systems.
15.3 The Supplier will not by reason of any representation, implied warranty, condition or
other term, or any duty at common law or under express terms of the Contract, be liable for
any pure economic loss, loss of profit, loss of business, depletion of goodwill or any other
indirect, special or consequential loss, damage, costs, expenses or other claims (whether
caused by the Supplier’s servants or agents or otherwise) which arise out of or in connection
with this Contract.
15.4 All warranties, conditions and other terms implied by statute or common law (save for
the conditions implied by section 12 of the Sale of Goods Act 1979) are excluded from the
Contract to the fullest extent permitted by law.
15.5 The Customer shall indemnify the Supplier against all damages, costs, claims and
expenses suffered by arising from loss or damage to any equipment (including that of third
parties) caused by the Customer, its agents or employees.
15.6 The Supplier shall not be liable to the Customer or be deemed to be in breach of
this Contract by reason of any delay in performing, or any failure to perform, any of the
Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s
reasonable control.
AIS/TC-SG/Sep 2015/Rev1 Page 8
15.7 Under no circumstances whatsoever, and irrespective of the basis of the quotation
provided by the Supplier and accepted by the Customer, will the Supplier be liable for direct
or indirect consequential losses (including economic loss and loss of profit) attributable to
loss of or damage as a result of the goods provided.
15.8 Nothing in this Contract excludes or limits the liability of the Supplier :
a) for death or personal injury caused by the Supplier’s negligence;
b) for any matter which it would be illegal for the Supplier to exclude or
attempt to exclude its liability; or
c) for fraud or fraudulent misrepresentation.
15.9 Notwithstanding any other provision of this Contract, the Supplier’s total liability in
contract, tort (including negligence or breach of statutory duty), misrepresentation,
restitution or otherwise, arising in connection with the performance or contemplated
performance of the Contract shall be limited to the Contract Price or the sum of
£25,000.00, whichever is the lesser. - INSOLVENCY AND BANKRUPTCY
16.1 If either party shall become insolvent or bankrupt, or have a receiving order or
administration order made against it or compound with its creditors or, being a corporation,
commence to be wound up (not being a members’ voluntary winding up for the purpose of
reconstruction or amalgamation) or carry on its business under an administrator or
administrative receiver for the benefit of its creditors or any of them, the other party shall be
at liberty either
a) to terminate the Contract forthwith by notice in writing to the other or to the
administrative receiver or administrator or liquidator or to any person in whom
the Contract may become vested,
or
b) to give such administrative receiver, administrator, liquidator or other person
the option of carrying out the Contract subject to their providing of a
guarantee for the due and faithful performance of the Contract up to an
amount to be agreed. - TERMINATION
17.1 If either party is in breach of its obligations under the Contract and fails to remedy the
breach within 14 days (or such longer reasonable period as may be specified) of receiving a
written notice to remedy the breach, then the Contract can be terminated forthwith by the
party not in default without prejudice to the accrued rights of the parties. - CONFIDENTIALITY
18.1 Each Party undertakes that, except as provided by sub-Clause 18.2 or as authorised
in writing by the other Party, it shall, at all times :
a) keep confidential all Confidential Information;
b) not disclose any Confidential Information to any other person;
c) not use any Confidential Information for any purpose other than as
contemplated by and subject to the provisions of this Contract;
d) not make any copies of, record in any way or part with possession of any
Confidential Information; and
AIS/TC-SG/Sep 2015/Rev1 Page 9
e) ensure that none of its directors, officers, employees, agents or advisers does
any act which, if done by that Party, would be a breach of the provisions of
sub- clauses 18.1 (a) to 18.1 (d) above.
18.2 Either Party may :
a) disclose any Confidential Information to :
(i) any sub-contractor or supplier of that Party;
(ii) any governmental or other authority or regulatory body; or
(iii) any employee or officer of that Party or of any of the
aforementioned persons, parties or bodies;
to such extent only as is necessary for the purposes contemplated by the
Contract, or as required by law, and in each case subject to that Party
first informing the person, party or body in question that the Confidential
Information is confidential and (except where the disclosure is to any such
body as is mentioned in sub-Clause 18.2 (a) (ii) above or any employee
or officer of any such body) obtaining and submitting to the other Party a
written undertaking from the person in question, as nearly as practicable in
the terms of this Clause 18, to keep the Confidential Information
confidential and to use it only for the purposes for which the disclosure is
made; and
b) use any Confidential Information for any purpose, or disclose it to any other
person, to the extent only that it is at the date of the Contract, or at any time
after that date becomes, public knowledge through no fault of that Party,
provided that in doing so that Party does not disclose any part of that
Confidential Information which is not public knowledge.
18.3 The provisions of this Clause 18 shall continue in force in accordance with their
terms, notwithstanding the termination of the Contract for any reason. - COMMUNICATIONS
19.1 All notices under the Contract shall be in writing and be deemed duly given if signed
by, or on behalf of, a duly authorised officer of the Party giving the notice.
19.2 Notices shall be deemed to have been duly given :
a) when delivered, if delivered by courier or other messenger (including
registered mail) during the normal business hours of the recipient; or
b) when sent, if transmitted by facsimile or email and a successful transmission
report or return receipt is generated; or
c) on the fifth business day following mailing, if mailed by national ordinary mail,
postage prepaid; or
d) on the tenth business day following mailing, if mailed by airmail, postage
prepaid.
19.3 All notices under this Agreement shall be addressed to the most recent address, email address, or facsimile number notified to the other Party.
19.4 All documentation provided to the Customer will be in the English language. - FORCE MAJEURE
AIG/TC-SG/Dec 2014/Rev1 Page 10
19.1 Neither Party shall be liable for any failure or delay in performing their obligations where
such failure or delay results from any cause that is beyond the reasonable control of that
Party. Such causes include, but are not limited to: power failure, Internet Service Provider
failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism,
acts of war, governmental action or any other event that is beyond the control of the Party in
question. - WAIVER
20.1 The Parties agree that no failure by either Party to enforce the performance of any
provision in under the Contract shall constitute a waiver of the right to subsequently
enforce that provision or any other provision. Such failure shall not be deemed to be a
waiver of any preceding or subsequent breach and shall not constitute a continuing waiver. - SEVERANCE
21.1 The Parties agree that, in the event that one or more of the provisions of the
Contract are found to be unlawful, invalid or otherwise unenforceable, those provisions
shall be deemed severed from the remainder of the Contract. The remainder of the Contract
provisions shall be valid and enforceable. - DIVISIBILITY
22.1 The Contract is divisible. Each invoice submitted shall be deemed to arise from a
separate contract; all invoices shall be payable in full, without reference to and
notwithstanding any dispute concerning any other invoice. Any dispute will remain with the
contracted company only and does not concern any other associated ,related or subsidiary
business. - THIRD PARTY RIGHTS
23.1 A person who is not a party to the Contract shall have no rights under the Contract
pursuant to the Contracts (Rights of Third Parties) Act 1999. - LAW AND JURISDICTION
25.1 This Contract shall be governed by and construed in accordance with the laws of
England.
25.2 Nothing in this Contract is intended to confer on any third party any benefit or right to
enforce any of these terms pursuant to the Contracts (Rights of Third Parties) Act 1999 which
benefit or right is excluded.
25.3 Any dispute, difference, proceedings or claim between the Parties arising out of or in
connection with the Contract (including any non-contractual matters and obligations
arising therefrom or associated therewith) shall fall within the non-exclusive jurisdiction of
the English Courts.