Terms & Conditions

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TERMS AND CONDITIONS FOR THE PROVISION OF DESIGN SERVICES

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
  11. 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.
  12. 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.
  13. 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.
  14. 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.
  15. 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.
  16. 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.
  17. 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.
  18. 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.
  19. 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

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
  11. 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.
  12. 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.
  13. 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.
  14. 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.
  15. 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.
  16. 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.
  17. 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.
  18. 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.
  19. 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

  1. 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.
  2. 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.
  3. 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.
  4. 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
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
  11. 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.
  12. 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.
  13. 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.
  14. 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.
  15. 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.
  16. 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.
  17. 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.
  18. 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.
  19. 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.
  20. 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.
  21. 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.
  22. 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.
  23. 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.
  24. 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.
  25. 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.