Terms & Conditions
1 GENERAL
1.1 These conditions, together with any Special Conditions set out by the
Contractor in the Quotation or other contract documents shall be deemed to
comprise the sole conditions under which Permac Electronics Limited
(hereinafter called the 'Contractor') offers its services to the Customer.
1.2 Where any conflict arises between these conditions and any Special Conditions advised by the Contractor the Special Conditions shall prevail to the extent that they are inconsistent with these conditions.
2 VALIDITY
2.1 The Contractor's tender is made on the assumption that the work is
reasonably capable of being carried out. If on inspection this is found not
to be the case the Contractor will advise the Customer as soon as reasonably
practicable and thereupon shall be freed from carrying out its obligations
thereunder. No liability shall attach to the Contractor for any loss occasioned
by the work not being carried out and the cost of such inspection and all work
connected therewith shall be borne by the Customer.
2.2 The scope of the work shall not be changed without the written agreement of both parties.
3 PRICE
3.1 Prices are exclusive of VAT or other taxes and levies chargeable in respect
of the provision of goods or services. Any such taxes and levies shall be charged
at the rate effective at the date of invoice.
3.2 Where the parties agree to vary the scope of work and/or delivery dates such agreement shall be recorded in writing signed by the parties and the Contractor shall be free to adjust the contract price to take account of such changes.
3.3 While the Contractor will endeavour or maintain prices it reserves the right to increase prices proportionately to increases in the cost of labour or materials arising between quotation and completion.
3.4 In the event of the suspension of work due to any act or omission of the Customer any prices quoted may be increased by the Contractor to cover any extra expenses incurred by it on this or any other contract by reason of such suspension.
4 PAYMENT
4.1 The Customer shall make full payment to the Contractor of the contract price
(or appropriate part thereof where payment is by instalments) within 30 days of
the date of invoice.
4.2 In the event of suspension of work as described in clause 3.4 above for a period of 30 days or more the Contractor shall be entitled to invoice the Customer for work done prior to suspension of work. Such invoicing shall not affect the remaining performance of the contract or liability of the parties except as may be agreed in writing by them.
4.3 The Contractor reserves the right to charge interest on overdue payments at the rate of 3% above the HSBC plc base lending rate current at the date payment becomes overdue.
5 COMPLETION
Time shall not be of the essence in relation to completion. All time scales
quoted are the best available estimates based on the information available at the
date of the quotation and are subject to revision during the course of the work.
6 LIABILITY FOR DELAY
6.1 For the purposes of this Contract time shall not begin to run until all
equipment's are available for work and/or until the Contractor has obtained access
to all equipment's and/or to all information necessary to enable him to carry out the
work or until a written order to proceed on the terms stated in the quotation has been
received by the Contractor whichever is the latest.
6.2 The Contractor shall have no liability for delay or non-performance caused by Force Majeure. "Force Majeure" means industrial dispute or any circumstances beyond the Contractors reasonable control including but not limited to any act or omission of the Customer (such as the Customers failure to submit necessary materials or information within a reasonable time of being requested to do so).
6.3 Subject to clause 6.2 above should the Customer suffer material loss as a direct result of the Contractors delay the Customer may give notice to the Contractor to complete the work within a reasonable period and should the Contractor fail so to complete the Customer's sole remedy shall be the right to terminate the Contract.
6.4 The Contractor reserves the right to make a cancellation charge of 75% of the Contract Value if the Customer cancels an Agreed Programme of Work at less than 14 days notice and it has been impossible to substitute alternative work to utilise the released time.
7 LIABILITY FOR DAMAGE OR LOSS
7.1 The Contractor shall only indemnify the Customer against direct damage to the Customer's
property and only where directly caused by the negligence of the Contractor. The total
liability shall be £1,000 where the damage is due to test misapplication or £5,000
otherwise.
7.2 The Contractor accepts no liability to the Customer for any consequential losses arising from damage.
7.3 The Contractor accepts no liability to the Customer for any damage or loss arising whilst Customers property is in transit between Customers and/or Contractors premises.
8 NOTIFICATION OF HAZARDOUS EQUIPMENT
8.1 The Customer shall prior to the Agreed Contract Commencement date notify the Contractor
of any actual or potential health and safety hazards whether inherent in or arising from the
present condition of any equipment that the Contractor is likely to come into contact with
particular reference to the equipment on which the Contractor shall be working.
8.2 The Customer agrees full liability for any accident or damage to persons or property on the Contractor's premises caused by or arising out of the condition or nature of the equipment not disclosed to the Contractor.
8.3 All electrical apparatus shall be suitably labelled to indicate that it complies with the requirements of the Electricity at Work regulations.
9 REPORTS
Any result or recommendations given in reports are correct to the best of our knowledge at the
time and on the basis of the instructions and information provided by the Customer. The
Contractor shall not be liable for any claims actions or consequential damages suffered by the
Customer or any third party by use of such reports and the Customer hereby agreed to indemnify
the Contractor against such liability arising from the use of such reports.
10 COPYRIGHT
The rights either under Letters Patent Registered Design Copyright or otherwise to any inventions
designs drawings or information produced or acquired in the performance of this contract shall
vest in and shall remain the property of the Contractor.
11 CONFIDENTIALITY
11.1 The Contractor agrees to keep confidential all matters relating to this Contract. This covers
every aspect of the relationship between the parties including but not limited to products and
equipment's tested studies carried out methods used results of the work the nature and contents of
any reports and the existence of the Contract.
11.2 The Customer shall not by virtue of this contract gain any rights in information wholly or partially owned by the Contractor or any third party and used in the execution of this work. All such information shall be treated as confidential by the Customer and shall not be divulged to any other party without the prior written consent of the Contractor.
11.3 The above shall not apply to information required by a Court of Law or which:
a) is known to the receiving party at the start of contract negotiations
b) is in or comes into the public domain
c) is legitimately obtained from a third party.
12 TERMINATION
If the Customer shall break any provision of this or any other Contract with the Contractor or suffer
distress or execution or commit an act of bankruptcy make arrangements with creditors or go into
liquidation or have a receiver appointed the Contractor may without prejudice to any other claim or
remedy suspend or terminate performance of this or any other contract by written notice and shall be
entitled without prejudice to any other claim or remedy to payment for the work already completed
work in progress and any tooling costs at the contract rate or if none at a reasonable rate based on
the contract price or the value of the work done.
13 ARBITRATION
All differences between the Contractor and the Customer arising from the Contract shall (except where
by its terms the Contractors decision is to be final and binding) be referred to an arbitrator to be
appointed in default of agreement between the parties by ACAS and acting in accordance with the
Provisions of the Arbitration Act 1950 as amended and re-enacted.
14 LAW
The Contract shall be governed by English law.