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Internationally renowned manufacturers of metal roofing and cladding systems.

OMNIS

Rigidal Terms and Conditions of Sale

Terms and Conditions for the supply and/or installation of products

1.1 If any provision of these General Conditions is held by any court or other competent authority to be invalid or unenforceable in whole or in part, these General Conditions shall continue to be valid as to their other provisions and the remainder of the affected provision.

1.2 "Buyer" means any party who accepts a Quotation from the Seller which incorporates these General Conditions.

1.3 "the Contract" means the Quotation by the Seller, the order submitted by the Buyer, and the subsequent acceptance of order by the Seller (and where there is a conditional acceptance, any subsequent acceptances by either or both of the Seller and the Buyer until all conditions have been accepted by both the Buyer and the Seller), and the Specification and any other documents or plans referred to in the Contract documents except the Buyer's terms and conditions.

1.4 "Date for Completion" means the date or dates specified in the Quotation or otherwise agreed in writing between the Buyer and the Seller on which the Goods are to be delivered and/or Services completed at the Place of Delivery, including for the avoidance of doubt, any extension to the Date for Completion arising from any delay, agreed or determined in accordance with the Contract.

1.5 "Force Majeure Event" has the meaning given in clause 20.

1.6 "Goods and Services" means the supply of goods and services as detailed or referred to in the Quotation and the terms "Goods" and "Services" will be interpreted accordingly.

1.7 "Non-Excluded Liabilities" has the meaning given in clause 19.

1.8 "Party" and "Parties" means the Seller and/or the Buyer, as the case requires.

1.9 "Place of Delivery" means the location for delivery of the Goods as stated in the Quotation or otherwise agreed in writing between the Buyer and the Seller.

1.10 "Price" means either (a) the lump sum price as adjusted in accordance with the Contract to take account of any accepted variations in accordance with the Contract, or (b) in the case of a Quotation based on rates and prices, the final measured quantities of the Goods and Services at the rates and prices stated in the Quotation and adjusted in accordance with the Contract to take account of any accepted variations in accordance with the Contract.

1.11 "Quotation" means the offer made in writing by the Seller to supply Goods and Services for a lump sum price, or the rates and prices stated in that offer, and includes any amended Quotation issued in accordance with the Contract.

1.12 "Seller" means Omnis Exteriors Limited (company number 08804051).

1.13 "Schedule of Attendances and Facilities" means, if applicable, the schedule of attendances and facilities annexed to these General Conditions.

1.14 "Specification" means the specification for the Goods and Services, including related plans and drawings, agreed by the Parties.

1.15 "Validity Period" means the fixed period stated in the Quotation during which the rates and prices for the supply of Goods and Services will remain fixed in accordance with the Quotation, or if no such period is stated, 60 days from the date of the Quotation.

1.16 "Valuation Date" means the last working day in each calendar month until completion of the delivery of the Goods and/or performance of the Services under this Contract.

1.17 In these General Conditions, the following rules of interpretation apply:

  1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  2. A reference to a Party includes its personal representatives, successors or permitted assigns.
  3. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
  4. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
  5. A reference to writing or written includes faxes and e-mails.

2.1 By accepting the Quotation the Buyer accepts these General Conditions. Nothing in the Buyer's order or any subsequent acceptance of the Quotation by the Buyer will amend or vary these General Conditions.

2.2 Unless previously withdrawn by the Seller the Quotation is open for acceptance within the period stated therein or, when no such period is so stated, within 28 days after the date of issue of the Quotation.

2.3 The Buyer's order constitutes an offer by the Buyer to purchase the Goods in accordance with these General Conditions. The Buyer is responsible for ensuring that the terms of the order and any applicable specification submitted by the Buyer are complete and accurate.

2.4 The order shall only be deemed to be accepted when the Seller issues a written acceptance of the order, at which point the Contract shall come into existence.

2.5 The Contract constitutes the entire agreement between the Parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract.

2.6 Any typographical, clerical or other error or omission in any sales literature, Quotation, price list or acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without liability on the part of the Seller.

3.1 The rates and prices stated in the Quotation are based on material costs, wage rates, and plant and haulage costs, and exchange rates applicable at the date of the Quotation on the understanding that the supply of the Goods and Services will be completed within the Validity Period. Should completion be delayed beyond the Validity Period as a result of any fault of the Buyer or any other reason outside the control of the Seller, the Seller reserves the right to adjust the rates and prices stated in the Quotation in line with any increased costs incurred by the Seller in respect of materials, labour, plant, haulage, or exchange rate fluctuations. Any such adjustment will be notified to the Buyer as soon as practical in writing after the expiry of the Validity Period.

3.2 The Seller reserves the right to increase the rates and prices stated in the Quotation by an amount equivalent to any additional costs, taxation or levies imposed on or affecting the cost to the Seller of providing the Goods and Services after the date of the Quotation by virtue of any statute, regulations or orders issued by Government or any other duly constituted authority, including (without limiting the generality of the foregoing) any statutory changes in taxation of fuel required to deliver the Goods.

3.3 The Price is based on the terms of the Contract including the exclusions and assumptions referred to in clause 18 and the Schedule of Attendances and Facilities (if applicable). In the event of any breach of these terms and provisions the Seller shall be entitled to claim an addition to the Price (without prejudice to its other rights and remedies).

3.4 The Seller is not obliged to accept from the Buyer a variation to the Specification, the Date for Completion, or the conditions under which the Goods and Services are to be delivered and/or performed all as detailed in the Quotation (a "Variation").

3.5 If the Seller is prepared to accept a Variation, as soon as practical after receiving full details of any¬ such proposed Variation, the Seller will issue an amended or additional Quotation in relation to the Variation to the Goods and Services, which may include such later time for the Date for Completion as the Seller considers reasonable. Any such Variation will be valued by using the same rates and prices detailed in the Quotation (or if there are none, on a fair and reasonable basis), and will be paid by the Buyer in accordance with clause 5. The Seller will not be required to implement any such Variation unless the Buyer accepts the additional or amended Quotation in writing. For the avoidance of doubt, where the Variation consists of the omission of an element of, or reduction in the quantities of any Goods, the Seller will be entitled to claim all losses and expenses that are incurred by the Seller in returning excess Goods, and/or terminating and/or renegotiating any contractual arrangements with suppliers to the Seller of any goods, materials, plant and equipment or other services that are no longer required in connection with the Goods and Services.

3.6 For the avoidance of doubt, if the Buyer alters the design of the Goods and Services from that incorporated into the Quotation that alteration will be treated as a Variation.

4.1 The Seller reserves the right to alter the Specification provided such alteration does not have a materially detrimental effect on the overall performance or integrity of the Goods and Services.

4.2 If there are any discrepancies found in the Contract documents including the Specification, then the Seller shall be entitled to correct the discrepancy and any such correction shall be treated as a Variation.

4.3 The Buyer shall provide such further drawings, details, dimensions and directions as the Seller may reasonably require to enable the Seller to deliver the Goods and / or perform the Services without delay and / or disruption.

5.1 All rates and prices are as stated in the Quotation, and are exclusive of Value Added Tax or any similar or other taxes, levies or duties.

5.2 Payments shall become due to the Seller as follows:-

5.2.1 The Price shall be due as progress payments on each Valuation Date. Each progress payment shall be for a sum equivalent to the value of the Goods delivered and/or Services provided (on or prior to the relevant Valuation Date) to the Buyer at the Place of ¬Delivery after deduction of progress payments previously made to the Seller, plus any other sums payable under the Contract. Prior to each Valuation Date the Seller will issue an application for payment ("Application for Payment") which may be in the form of an invoice stating the amount due to the Seller and how that has been calculated. The due date for payment in each case shall be the later of the Valuation Date and the date of receipt of the Application for Payment. The final date for payment of each progress payment will be 30 days after the relevant due date.

5.2.2 Not later than 5 days after the due date the Buyer shall give a notice to the Seller which shall specify the sum that he considers to be or have been due at the due date and the basis upon which that sum has been calculated (a "Payment Notice") and, subject to any Pay Less Notice (as hereinafter defined) given under clause 5.2.5, the sum to be paid by the Buyer shall be the sum specified in the Payment Notice.

5.2.3 If the Buyer fails to give a Payment Notice in accordance with clause 5.2.2, the amount of the progress payment shall, subject to any Pay Less Notice given under clause 5.2.5, be the sum specified in the Application for Payment.

5.2.4 Where neither a valid Application for Payment is made nor a Payment Notice is issued, the Seller may at any time after the 5 day period referred to in clause 5.2.2 issue a default notice stating the sum he considers to be or have been due at the due date, and the basis upon which the sum has been calculated. In that event, the final date for payment of the sum specified in it shall for all purposes be regarded as postponed by the same number of days as the number of days after the expiry of the 5 day period referred to in clause 5.2.2.

5.2.5 If the Buyer intends to pay less than the sum stated as due from him, he shall not later than 7 days before the final date for payment give the Seller notice of that intention in accordance with clause 5.2.6 (a "Pay Less Notice"). Where a Pay Less Notice is given, the payment to be made on or before the final date for payment shall be the amount stated as due in the Pay Less Notice.

5.2.6 A Pay Less Notice shall specify both the sum that the Party serving it considers to be due at the date the Notice is given and the basis upon which that sum has been calculated.

5.2.7 In relation to the requirements for the giving of payment notices under the Sub-Contract, it is immaterial that the amount then considered to be due may be zero.

5.2.8 If the Seller disagrees with the amount notified by the Buyer to be paid in a Payment Notice and/or a Pay Less Notice it may refer the dispute in accordance with the dispute resolution procedures in these General Conditions so that the true amount due and payable can be determined.

5.2.9 The Buyer shall pay all amounts due under the Contract in full without any deduction except as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part. The Seller may at any time, without limiting any other rights or remedies it may have, set-off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.

5.3 If the Buyer fails to pay any sum due to the Seller on or prior to the final date for payment of that sum then the Seller shall be entitled to suspend performance of its obligations under this Contract. Before doing so he will be required to give written notice to the Buyer seven days prior to the effective date of suspension. Suspension will continue until such sum has been paid in full. If the Seller has suspended performance, the Buyer shall reimburse the Seller in respect of any loss and/or expense incurred by the Seller as a result of the suspension including the cost of re-mobilisation on the lifting of the suspension.

5.4 The valuation of each progress payment will include all Goods that are ready for delivery to the Buyer at the Place of Delivery in accordance with any delivery date agreed by the Seller in the Quotation (or otherwise agreed) notwithstanding that the Buyer does not accept delivery of any such Goods or allow commencement or completion of the Services in circumstances where the Seller is ready to deliver such Goods and/or commence or complete the Services at the Place of Delivery.

5.5 Interest shall be charged on all overdue amounts from the final date when payment was due until actually made at the rate of eight percent above the Bank of England base rate operating during the period of delay in payment by the Buyer.

5.6 Notwithstanding any other provision of this Contract the Seller may at its discretion require advance payment for Goods or Services which if supplied would cause the Buyer's credit limit with the Seller to be exceeded. In all cases credit, if offered by the Seller at all, will only be offered by the Seller subject to such security or trading references and guarantees as the Seller in its absolute discretion may require.

6.1 It is a material condition of the Seller complying with any Date for Completion that the Seller has received timeously from the Buyer all information, drawings, licenses, permits and approvals necessary to enable the Seller to proceed with and complete the Goods and Services.

6.2 A Date for Completion is to incorporate periods for each of the following as appropriate:

6.2.1 detailed drawings;

6.2.2 off-site fabrication;

6.2.3 delivery and/or installation - the installation to be executed in such an order and manner as the Seller may reasonably require or which the Parties agree to in writing.

6.3 Any Date for Completion is to be treated as an estimate only and shall not involve any obligation on the Seller to complete the Goods and Services by a specified date. For the avoidance of doubt, time shall not be of the essence.

6.4 The Buyer shall at its own expense before the estimated date of commencement of any part of the Goods and Services ensure that the Place of Delivery is ready in all respects for the Goods to be delivered and for the Services to commence and, without prejudice to the generality of the Buyer's obligations in this respect, that all facilities and items listed in the Quotation and in these General Conditions have been, or will be, provided by the Buyer as and when required by the Seller in order to enable the Goods and Services to proceed.

6.5 The Date for Completion assumes that the Seller will be given free and uninterrupted access to the Place of Delivery and the right to work unrestricted hours to maintain the programme.

6.6 Any delay caused by the Buyer during or prior to manufacture or procurement of the Goods may require the Date for Completion to be postponed to a date beyond the period of delay requested by the Buyer in order to accommodate other contracts and/or production or procurement requirements. The Seller reserves the right to charge the Buyer for the costs incurred by the Seller in re-programming any production run or procurement necessary to accommodate such delay.

6.7 In a supply only situation, it is the Buyer's responsibility to store, stack and protect all Goods in accordance with relevant recommended practice after delivery.

6.8 Unless stated to the contrary in the Quotation, the Seller shall deliver Goods to the Place of Delivery on articulated lorries. The Buyer is liable for any costs resulting from access to the Place of Delivery being unsuitable. A maximum of 2 hours is included for offloading the Goods and the Seller reserves the right to charge any additional costs incurred should this time be exceeded.

6.9 This contract is divisible. Each delivery made hereunder:
(i) shall be deemed to arise from a separate contract, and
(ii) shall be invoiced separately and any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein without reference to and notwithstanding any defect or default in the delivery of any other instalment.

7.1 If, due to circumstances outside of the control of the Seller, the Buyer cannot accept delivery of any of the Goods and Services on the Date for Completion, or is otherwise unable to grant access to the Seller to the Place for Delivery for the purpose of delivery of the Goods or the commencement of the Services, the Seller reserves the right to recover any costs incurred by the delay and/or to continue to manufacture or procure Goods and deliver them to storage in accordance with Clause 8. The value of Goods not delivered as a result of delays by the Buyer or reasons outside of the control of the Seller may be included in Applications for Payment.

7.2 Save where the delay is so extensive that the Seller is in repudiatory breach of the Contract and the Buyer is entitled to terminate the Contract and has terminated it, subject to clause 15.4, the Seller shall not be liable for any delay or for any consequences of any delay in the production or delivery of any of the Goods or in the completion of the Services.

7.3 If and whenever it becomes reasonably apparent that the commencement, progress or completion of the Goods and Services is being or is likely to be delayed due to circumstances outside the control of the Seller, the Seller shall give notice to the Buyer. If any such delay occurs then (unless the cause of the delay frustrates or renders impossible or illegal the performance of the Contract or shall otherwise discharges the Parties from their obligations under the Contract) the Date for Completion shall be extended by such period (not limited to the length of such delay) as the Seller may reasonably require to complete the performance of its obligations. The Seller will advise the Buyer of the revised Date for Completion in writing as soon as possible.

7.4 The Buyer will be deemed to have accepted the revised Date for Completion unless he has objected in writing within 14 days of the Seller's notice, stating valid reasons for that objection.

7.5 Without prejudice to any other provision of the Contract entitling the Seller to additional payments, if in the performance of its obligations the Seller incurs loss and / or expense for which it would not be reimbursed by a payment made under any other provision of the Contract due to circumstances beyond its control (including a Force Majeure Event) the Seller shall be entitled to claim for such loss and /or expense in its Applications for Payment and the Buyer shall be liable to reimburse the Seller accordingly.

7.6 The Seller shall have no liability to the Buyer in respect of any loss or damage to any goods comprised in the Goods and Services whilst in transit nor in respect of any shortage in the quantity of such Goods delivered unless, in the case of damage in transit or shortage in quantities, a notice in writing is given by the Buyer to the Seller within 7 days of such receipt.

7.7 Without prejudice to clause 7.6, following the handover of the Goods from the Seller to the Buyer (on completion of delivery or installation by the Seller, as the case may require) then without prejudice to clause 10 and other provisions of these General Conditions, the Seller shall not be liable for any damage to the Goods unless the damage is notified within 7 days of handover, provided always this provision shall not affect any liability the Seller may have for latent defects.

Where the Buyer is unable to accept delivery of all or any of the Goods on the Date for Completion, it is the responsibility of the Buyer to arrange for suitable storage at the sole cost of the Buyer. If the Seller has sufficient and appropriate facilities for those purposes it may offer to store the Goods at the Buyer's risk and expense.

9.1 All Goods shall be at the sole risk of the Buyer from the time that they are delivered to the Place of Delivery whether or not accepted by the Buyer.

9.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these General Conditions, the ownership and title to the Goods shall not pass to the Buyer until the Seller has received payment in full in cash or cleared funds for

9.2.1 the Goods; and

9.2.2 the Services; and

9.2.3 any other goods and services that the Seller has supplied to the Buyer.

9.3 Until such time as the ownership and title in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property.

9.4 Until such time as the ownership and title in the Goods passes to the Buyer, the Seller shall be entitled at any time to inspect the Goods, and to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

9.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain in the ownership of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

9.6 Where an installation service is provided, the Seller will satisfy reasonable sub-contract requirements with respect to Employers' Liability and Public Liability insurances. All other insurance including Contractors' All Risks insurance will be provided by the Buyer and the Buyer shall ensure that the Seller is covered thereunder and that insurers waive any rights of subrogation as against the Seller.

10.1 Subject to the other sub clauses of this clause 10, the Seller hereby undertakes to make good any defects in the Goods and Services by repair, replacement, or re-performance (at its option) arising within one year from the date of delivery or installation by the Seller (as the case may be) (the "Warranty Period") due to any design, workmanship or materials carried out or supplied by the Seller not being in accordance with the Contract as a result of a breach of the Contract by the Seller (the "Warranty").

10.2 The Seller shall only be liable under the Warranty if:-

10.2.1 the Buyer gives notice in writing to the Seller during the Warranty Period and within a reasonable time of discovery that some or all of the Goods do not comply with the Warranty; and

10.2.2 the Seller is given a reasonable opportunity of examining such Goods, and access to repair or replace them.

10.3 Without prejudice to clauses 10.1 and 10.2, the Seller shall not be liable for any Goods' or Services' failure to comply with the Warranty in any of the following events:-

10.3.1 the Buyer makes any further use of such Goods after giving notice in accordance with clause 10.2.1;

10.3.2 the defect arises as a result of the Seller following any drawing, design or Specification supplied by the Buyer;

10.3.3 the Buyer alters or repairs such Goods without the written consent of the Seller;

10.3.4 the defect arises as a result of fair wear and tear, damage, negligence, or abnormal storage or working conditions; or

10.3.5 the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

10.4 The liability of the Seller under this clause shall constitute its sole liability (save in respect of the Non-Excluded Liabilities) whether in contract, delict/tort (including negligence) or otherwise in respect of any defects in the Goods and Services and any warranties or conditions implied by law are hereby expressly excluded to the fullest extent possible.

10.5 Save in respect of the Non-Excluded Liabilities it shall not, either before or after the handing over to the Buyer of the completed Goods and Services, be liable for any loss and/or damage caused by or arising from the use of any Goods incorporated into any land or structure of the Buyer or any third party and shall not, in any event, be liable for any loss arising out of any cause beyond its reasonable control.

10.6 Subject to any liability in respect of Non-Excluded Liabilities, but otherwise notwithstanding any other provision of the Contract, the Seller shall not be liable to the Buyer by way of indemnity or by reason of any breach of the Contract or statutory duty or by reason of delict/tort (including but not limited to negligence) for any loss of profit or income or losses resulting from claims against the Buyer by third parties, or for any direct or consequential loss or damage whatsoever which may be suffered by the Buyer, and the Seller's liability in the aggregate under or in connection with the Contract shall not exceed the Price, in any event.

10.7 Any goods manufactured to the design or specification of the Buyer or his agents or to details taken off plans supplied by the Buyer are manufactured and delivered without warranty of any kind except their compliance with such design (but subject to clause 10.8) or specification. The Buyer will unconditionally, fully and effectively indemnify the Seller in respect of any claims, costs or expenses, losses or demands resulting therefrom including the infringement of any patent, copyright, design, trademark or any other industrial or intellectual property rights resulting from the Seller's use of such design or specification.

10.8 Where the Seller undertakes any design as part of the Services, the Seller's standard of care in respect of that design will not be greater than that which would be owed by a professional design consultant supplying the same design under a contract for the supply of that design only.

10.9 The provisions of clause 10 are subject to any guarantees the Seller may give in respect of its Goods or any parts thereof.

11.1 The Buyer shall not be entitled to assign the benefit of this Contract.

11.2 The Seller reserves the right to sub-contract part or all of the provision of the Goods and Services.

11.3 The Seller may assign or transfer the Contract or any of its rights or obligations thereunder.

11.4 A person who is not a party to the Contract shall not have any rights under or in connection with it.

12.1 The supply of the Services at the Place of Delivery shall be governed by the following conditions and the provisions of the Schedule of Attendances and Facilities and the other provisions of the Contract.

12.2 The Services shall be carried out in a proper and workmanlike manner in accordance with the health and safety plan, method statements, risk assessments and site-specific requirements as incorporated into the Quotation or otherwise accepted in writing by the Seller.

12.3 On completion of the Services, the Seller will present a handover sheet to the Buyer's representative at the Place of Delivery for acceptance. Acceptance will be deemed to have occurred on presentation of this document or on commencement of any follow on trades, whichever occurs first.

12.4 This contract is divisible. The work performed in each month during the currency of the contract shall be invoiced separately. Each invoice for work performed in any month shall be payable by the customer in full, in accordance with the terms of payment provided for herein, without reference to and notwithstanding any defect or default in the work performed or to be performed in any other month.

If the Contract becomes impossible to perform or is otherwise frustrated the Buyer shall be liable to pay the Seller all reasonable costs, expenses, overheads and all loss of profit which the Seller, his suppliers or sub-contractors incur as a result of such frustration or impossibility of performance.

14.1 The Buyer warrants that any design or instruction furnished or given by him shall not cause the Seller to infringe any patent, registered design or trademark or any other intellectual property rights in the execution of the Goods and Services.

14.2 The exclusive property and copyright in all designs and documents produced by the Seller in connection with the Contract (whether before, on or after the date thereof) is fully reserved and remains exclusively the property of the Seller and it is acknowledged that such documents are supplied to the Buyer in confidence for the sole purpose of the Contract. It is an express condition of the Contract that the contents of such documents (or any part of them) shall not be used or communicated in any manner to any other person, firm or company without the Seller's prior written consent and shall not be used by the Buyer other than for the purposes of the Contract.

15.1 The Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer becomes subject to any of the following events:

  1. the Buyer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
  2. the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
  3. (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Buyer;
  4. (being an individual) the Buyer is the subject of a bankruptcy petition or order;
  5. a creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
  6. (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer;
  7. (being a company) a floating charge holder over the Buyer's assets has become entitled to appoint or has appointed an administrative receiver;
  8. a person becomes entitled to appoint a receiver over the Buyer's assets or a receiver is appointed over the Buyer's assets;
  9. any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.1(a) to clause 15.1(h) inclusive;
  10. the Buyer suspends, or threatens to suspend, or ceases or threatens to cease to carry on, all or substantially the whole of its business;
  11. the Buyer's financial position deteriorates to such an extent that in the Seller's opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
  12. (being an individual) the Buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

15.2 The Seller may terminate the Contract with immediate effect by giving written notice if the Buyer breaches any provisions of the Contract.

15.3 The Seller shall in both such circumstances prepare and submit to the Buyer within 14 days of the date of termination an account setting out the total value of the Goods and Services supplied inclusive of design, manufacture and installation costs (as the case may be) and details of all loss and damage arising out of the termination (including loss of profit). After deduction of all sums previously paid to the Seller by the Buyer, the Buyer shall pay to the Seller the amount due within 28 days of its submission.

15.4 Where the Buyer is entitled to and does terminate the Contract due to a repudiatory breach by the Seller, subject to any other exclusions or restrictions of liability in the Contract, the Seller's liability shall not exceed any reasonable extra over costs incurred by the Buyer in completing or arranging for the completion of the Seller's obligations under the Contract.

16.1 The Contract shall be governed by and be construed in accordance with the laws of England.

16.2 The Seller and the Buyer both agree that notwithstanding any rule of law to the contrary, the English Courts will have non-exclusive jurisdiction to hear any dispute in relation to the Contract.

16.3 The Contract shall be deemed for all purposes to be a construction contract within the meaning of the Housing Grants, Construction and Regeneration Act 1996 (as amended). For the avoidance of doubt, if any, the Contract shall be deemed to be a construction contract even if the Seller is only supplying the Goods.

17.1 Mediation

Subject to clause 17.2, in the event of any dispute arising between the Parties in connection with the Contract, the Seller may, in its absolute discretion, require that the dispute should be resolved through mediation under the auspices of the ADR Group. If Court proceedings have been issued, then the Seller may require that the Buyer applies to the Court for a stay of the proceedings pending the outcome of the mediation. The mediator shall be agreed upon within 21 days of the Seller requesting mediation, failing which either Party may apply to the President of the Law Society to appoint a mediator. Unless otherwise agreed each Party shall share equally the costs of the mediator, the ADR Group and the President of the Law Society and each Party shall bear their own legal and other fees and expenses incurred in relation to the mediation. If the dispute is not resolved within 28 days of the mediator's appointment, then either Party may commence Court proceedings or, if a stay of any existing Court proceedings has been granted, both Parties shall consent to the making of an application to the Court to lift the stay. Nothing in this clause shall prevent the Seller seeking an injunction or other interim relief at any time if it reasonably believes such action is necessary to prevent irreparable damage.

17.2 Adjudication

Each Party has the right to refer any dispute under or in connection with the Contract to Adjudication at any time and either Party may at any time give notice in writing (hereinafter called the 'Notice of Adjudication') to the other of its intention to refer the dispute to Adjudication. Any dispute referred to Adjudication shall be conducted in accordance with the Technology and Construction Solicitors' Association ("TeCSA") Adjudication Rules current at the time of the Notice of Adjudication. The Chairman of TeCSA shall be entitled to nominate an Adjudicator on the application of the Buyer or the Seller, in default of agreement between them as to who should be appointed as the Adjudicator. The decision of the Adjudicator shall be binding until the dispute is finally determined by Court proceedings or by agreement between the parties.

Unless otherwise agreed in writing by the Seller, the Seller's obligations exclude the following items (in addition to those specified in the Schedule of Attendances and Facilities, if applicable) and the Price is based on the following assumptions:-

18.1 Those items not specified in the Quotation to be provided by the Seller which, unless agreed in writing, it shall be the Buyer's responsibility to provide to the Seller's requirements.

18.2 Whilst the Seller will endeavour to comply with all relevant statutory provisions and Codes of Practice applicable to the provision by the Seller of the Goods and Services, the Seller will have no responsibility to obtain any consents or permissions necessary for the supply of the Goods and Services.

18.3 All builders work carried out to receive the Seller's work or in association with the Seller's work must be completed in time for the Seller's Services to be performed without interruption.

18.4 Illustration drawings and catalogues accompanying the Quotation must be regarded as approximate representations only, and are not binding in detail unless otherwise stated in the Quotation. All particulars of Goods offered by the Seller are stated in good faith, but small deviations shall not vitiate the Contract, or be made the basis of any claim against the Seller.

18.5 Unless otherwise expressly stated, the Quotation is based upon the assumption that manufacture will be to working sizes, supplied to the Seller by the Buyer. The Price does not include for taking site dimensions.

18.6 It is assumed that the Buyer will provide dry safe storage for the Goods and Seller's materials, and that the storage will be in the immediate working area.

18.7 Adequate access roads are available for the Seller's transport to the Place of Delivery.

Nothing in these General Conditions shall limit or exclude the Seller's liability for:

  1. death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors (as applicable);
  2. fraud or fraudulent misrepresentation;
  3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;
  4. defective products under the Consumer Protection Act 1987; or
  5. any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.

The Seller shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond the Seller's control, which by its nature could not have been foreseen, or if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national and international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or sub-contractors.

Rigidal Terms and Conditions of Purchase

1.1 In these Conditions (unless the context otherwise requires):

  1. "the Buyer" shall mean the purchasing company referred to in the Contract or the Order;
  2. "CDM Regulations" means the Construction (Design and Management) Regulations 2007;
  3. "Conditions" means the terms and conditions set out in this document;
  4. "Construction Act" means Part II of the Housing Grants, Construction and Regeneration Act 1996;
  5. "Construction Contract" means a construction contract within the meaning of the Construction Act;
  6. "the Contract" means the contract between the Buyer and the Seller for the sale and purchase of the Goods and/or the supply and acquisition of the Services in accordance with these Conditions;
  7. "the Goods" means the goods (or any instalment or part of them) to be supplied pursuant to the Contract;
  8. "Insolvency" has the meaning given in section 113 of the Construction Act;
  9. "the Order" means the order placed by the Buyer for the supply of the Goods and/or the performance of the Services;
  10. "Party" or "Parties" means the Seller and/or the Buyer as the case requires;
  11. "the Seller" shall mean the person, firm or company to whom the Order is addressed;
  12. "the Services" means the services (if any) described in the Order;
  13. "the Specification" means the technical or other requirements (if any) for the Goods or the Services contained or referred to in the Order;
  14. "Third Party Contract" has the meaning given in clause 11.7;
  15. In these Conditions, unless the context requires otherwise, the following rules apply:
    1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    2. A reference to a Party includes its personal representatives, successors or permitted assigns.
    3. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
    4. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
    5. A reference to writing or written includes faxes and emails.

2.1 The Conditions shall apply to the Contract to the exclusion of any other terms and
conditions that the Seller seeks to impose, or which are implied by trade, custom, practice, or course of dealing.

2.2 Any concession made or latitude allowed by the Buyer to the Seller shall not affect the strict rights of the Buyer under the Contract.

2.3 If in any particular case any provisions of the Contract or any part thereof including a sub-clause shall be held to be invalid 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 the Contract shall not be affected.

2.4 No variation to the Contract shall be binding unless expressly agreed in writing by the Buyer and signed on its behalf.

2.5 The headings in these Conditions are intended for reference only and do not affect their construction.

3.1 The Order constitutes an offer by the Buyer to purchase the Goods and/or Services in accordance with these Conditions.

3.2 The Order shall be deemed to be accepted on the earlier of:

  1. the Seller issuing a written acceptance of the Order; and
  2. the Seller doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.

4.1 Without prejudice to any other rights the Buyer may have the Seller warrants to the Buyer that:

  1. The Goods and/or Services (as the case may require) will:
    1. conform as to quantity, quality and description with the particulars stated in the Contract and /or described by the Buyer;
    2. (without prejudice to 4.1 (a) (i),be of satisfactory quality and fit for the purpose held out by the Seller or made known to it either expressly or by implication by the Buyer, and in this respect the Buyer relies upon the Seller's skill and judgment;
    3. be equal in all respects to any samples or patterns provided by either Party and accepted by the other and shall comply with the Specification;
    4. be capable of any standard of performance specified in the Contract;
    5. comply with all statutory requirements and regulations relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods; and
  2. the Services will be performed by appropriately qualified and trained personnel with all due care and diligence and to the highest standard of quality prevailing in the industry at the time of performance.

5.1 If so required by the Buyer the Seller shall submit samples of the Goods for the Buyer's approval before the Goods are delivered or before the Services are performed (as the case may be). Such samples should be marked by the Seller for identification.

5.2 The Buyer shall be entitled to inspect and test the Goods during manufacture, processing and storage and the Seller shall at its own cost provide or shall procure the provision of all such facilities as may reasonably be required by the Buyer therefore. If as a result of any inspection or test under clauses 5.1 and/or 5.2 of these Conditions the Buyer's representative is of the reasonable opinion that the Goods or the Services do not comply with the Contract or are unlikely on completion of manufacture or processing to so comply, he may inform the Seller accordingly and the Seller shall promptly take such steps as may be necessary to ensure such compliance.

5.3 Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Seller's obligations under the Contract, and the Buyer shall have the right to conduct further inspections and tests after the Seller has carried out its remedial actions.

6.1 The Goods shall be properly packed and secured in such a manner as to reach their destination in good condition.

6.2 The Goods shall be delivered and the Services performed by the Seller at the time or within the period specified in the Contract and delivered to and performed for the Buyer at the address set out at the head of the Order or to or at such other destination as may be specified in the Contract and in the manner specified in the Contract. Delivery shall take place during the Buyer's normal business hours and not later than 3pm in any event. The Seller shall supply the Buyer in good time with any instructions or other information required to enable the Buyer to accept delivery of the Goods and the performance of the Services.

6.3 Delivery of the Goods shall be completed on the completion of unloading the Goods at the delivery location.

6.4 The Buyer shall have no obligation to pay for or return packing cases, skids, drums or other articles used for packing the Goods whether or not reusable.

6.5 The time for the delivery of the Goods and the performance of the Services shall be of the essence of the Contract.

6.6 All Goods should be accompanied by a detailed advice note stating the purchase order number and giving full particulars of the Goods supplied. A copy of the advice note must be sent to the Buyer on the day upon which the Goods are delivered and an invoice stating the purchase order number must be promptly delivered to the Buyer.

6.7 Where the Goods are to be delivered or the Services are to be performed by instalments the Contract shall be treated as a single contract and shall not be severable.

7.1 If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery the Seller shall store the Goods, safeguard them and take all reasonable steps to prevent their deterioration until their actual delivery and the Buyer shall be liable to the Seller for the reasonable cost (including insurance) of his so doing.

8.1 All drawings, specifications (including the Specification) and information ("the Materials") supplied by the Buyer to the Seller in connection with the Contract are confidential and the Seller and its officials and employees shall not at any time disclose the Materials to any third party without the Buyer's prior written consent.

8.2 All jigs, tools, moulds, patterns and other equipment ("the Equipment") supplied to the Seller or ordered by the Buyer for the Seller for the execution of the Contract and the Materials shall be maintained in good condition by the Seller and the Seller shall indemnify the Buyer against any loss or damage thereto whilst the same are in the Seller's possession or control.

8.3 The Materials and the Equipment shall only be used for the purpose of manufacturing and supplying the Goods to, or performing the Services for, the Buyer and shall remain the Buyer's property at all times.

8.4 Where the Goods are designed, created or otherwise developed by or for the Seller pursuant to the Contract, then all intellectual property rights therein or relating thereto throughout the world (including, without limitation, patents, copyrights, design rights, registered designs, trademarks, service marks and know how and the rights to apply for any of the foregoing) (the "Intellectual Property Rights") shall belong to the Buyer absolutely. The Seller hereby assigns the Intellectual Property Rights to the Buyer with the intent that upon the making or creation thereof the Intellectual Property Rights should automatically vest in the Buyer.

8.5 The Seller shall at the Buyer's request (and not withstanding the termination of the Contract) sign and execute and procure the signature and execution of all such documents and do all such acts as the Buyer may reasonably require:

  1. to vest the legal title in, apply for, obtain and maintain in force in the Buyer's sole name (unless it otherwise directs) the Intellectual Property Rights;
  2. to resist any objection or opposition to obtaining and any petitions or applications for revocation of any of the Intellectual Property Rights;
  3. to bring any proceedings for infringement of any of the Intellectual Property Rights.

8.6 The Seller irrevocably undertakes that it will not assert against the Buyer or any third party any moral rights in or relating to the Intellectual Property Rights and warrants that all such moral rights are irrevocably waived and extinguished. For the purpose of this condition 8 "moral rights" shall have the meaning ascribed thereto by the Copyright Designs and Patents 1988 Act and all rights similar or corresponding thereto subsisting in any other country of the world from time to time.

8.7 All containers, pallets and other packing materials supplied by the Buyer to the Seller shall be maintained in good condition and shall remain the Buyer's property at all times.

8.8 At the Buyer's request, the Seller shall promptly return the Materials and the Equipment and the said containers, pallets and packing materials to the Buyer.

8.9 Without prejudice to the Seller's liability under the foregoing clauses of this condition 8, the Seller shall maintain such insurance as the Buyer may stipulate in respect of the Materials and the Equipment and as shall be necessary to cover the said liability of the Seller and the Seller shall produce to the Buyer on demand either:-

  1. the policies of such insurances and the receipts for all premiums paid thereunder; or
  2. a current certificate of insurance from the insurers under such policies.

8.10 Without prejudice to the Seller's liability under any other provisions of the Contract, and without prejudice to clause 8.9, during the term of the Contract and thereafter, the Seller shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover such heads of liability as may arise under or in connection with the Contract, and shall, on the Buyer's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

9.1 Risk of damage to or loss of the Goods shall pass to the Buyer on completion of delivery to the Buyer in accordance with the Contract.

9.2 The property in the Goods shall pass to the Buyer no later than the date of notification by the Seller to the Buyer that the Goods are due and ready for delivery but without prejudice to:

  1. (a) the passing of property at an earlier time under any statute or rule of law;
  2. (b) any right of rejection which may accrue to the Buyer whether under these Conditions or otherwise.

10.1 If Goods and/or Services (as the case may be) are not delivered on the date they are due or do not comply with the Contract, then, without limiting any of its rights or remedies, the Buyer shall have the right to any one or more of the following remedies, whether or not it has accepted the Goods or Services:

  1. to terminate the Contract;
  2. to reject the Goods (in whole or in part) and return them to the Seller at the Seller's own risk and expense;
  3. to require the Seller to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
  4. to require the Seller to re-perform the Services (at the Seller's own cost) or to provide a full refund of the price paid for any defective Services;
  5. to refuse to accept any subsequent delivery of the Goods or subsequent performance of services which the Seller attempts to make;
  6. to recover from the Seller any costs incurred by the Buyer in obtaining substitute goods or services from a third party; and
  7. to be indemnified for all damages, costs, loss or expenses incurred by the Buyer which are in any way attributable to the Seller's failure to carry out its obligations under the Contract.

10.2 These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.

10.3 The Seller shall keep the Buyer indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and legal and other professional fees and expenses awarded against or incurred or paid by the Buyer as a result of or in connection with:

  1. any claim made against the Buyer for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the supply or use of the Goods or the performance of the Services, to the extent that the claim is attributable to the acts or omissions of the Seller, its employees, agents or subcontractors;
  2. any claim made against the Buyer by a third party arising out of, or in connection with, the supply of the Goods or the performance of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Seller, its employees, agents or subcontractors; and
  3. any claim made against the Buyer by a third party for death, personal injury or damage to property arising out of, or in connection with the performance of the Services, or defects in the Goods, to the extent that the claim is attributable to the acts or omissions of the Seller, its employees, agents or subcontractors.
  4. This clause 10.3 shall survive the termination of the Contract.

10.5 The Buyer's rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.

11.1 Payment shall be made within 90 days of receipt of a valid invoice unless otherwise agreed in writing by the Buyer (the final date for payment).

11.2 The Seller may only invoice the Buyer for the Goods and/or Services (as the case may require) after the completion of delivery or the performance of the Services.

11.3 Unless otherwise agreed in writing, the price of the Goods and/or the Services shall be the price ruling at the date of the Order.

11.4 The price of the Goods is exclusive of amounts in respect of value added tax (VAT), but includes the cost of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Buyer.

11.5 If a Party fails to make any payment due to the other under the Contract by the final date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the final date for payment until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting Party shall pay the interest together with the overdue amount. This clause shall not apply to payments the defaulting Party disputes in good faith.

11.6 The Buyer may, without limiting any other rights or remedies it may have, set off any amount owed to it by the Seller against any amounts payable by it to the Seller under the Contract or under any other contract.

11.7 Where the Buyer is procuring the Goods and/or Services to fulfill a contract between it and a third party (as opposed to procuring the Goods or Services just for itself) (a "Third Party Contract"), and the third party fails to pay the Buyer in whole or in part for the Goods and/or Services due to the Insolvency of the third party or of any other person payment by whom is (directly or indirectly) a condition of payment by that third party, then the Buyer shall only be liable to pay the Seller under the Contract to the extent (if any) that it has received payment for the Goods and/or Services from the third party.

12.1 The Seller shall not without the Buyer's prior written consent assign or transfer the Contract or any of it rights or obligations thereunder to any other person, firm or company.

12.2 The Buyer may assign or transfer the Contract or any of its rights or obligations thereunder to any other person, firm or company without the Seller's consent.

13.1 The Buyer may terminate the Contract in whole or in part at any time before delivery with immediate effect by giving the Seller written notice, whereupon the Seller shall discontinue all work on the Contract. The Buyer shall pay the Seller fair and reasonable compensation for work-in-progress at the time of termination, but such compensation shall not include loss of anticipated profits or any direct or indirect loss.

13.2 The Buyer may terminate the Contract with immediate effect by giving written notice to the Seller if the Seller becomes subject to any of the following events:

  1. the Seller suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
  2. the Seller commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
  3. (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Seller;
  4. (being an individual) the Seller is the subject of a bankruptcy petition or order;
  5. a creditor or encumbrancer of the Seller attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
  6. (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Seller;
  7. (being a company) a floating charge holder over the Seller's assets has become entitled to appoint or has appointed an administrative receiver;
  8. a person becomes entitled to appoint a receiver over the Seller's assets or a receiver is appointed over the Seller's assets;
  9. any event occurs, or proceeding is taken, with respect to the Seller in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.2(a) to clause 13.2(h) inclusive;
  10. the Seller suspends, or threatens to suspend, or ceases or threatens to cease to carry on, all or substantially the whole of its business;
  11. the Seller's financial position deteriorates to such an extent that in the Buyer's opinion the Seller's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
  12. (being an individual) the Seller dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

13.3 The Buyer may terminate the Contract with immediate effect by giving written notice if the Seller breaches any provisions of the Contract

13.4 Termination of the Contract, however arising, shall not affect any of the Parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

14.1 Without prejudice to any other remedies of the Buyer or the Seller's liability under or in connection with the Contract, the Seller shall forthwith upon a request by the Buyer so to do:

  1. replace or (at the Buyer's option) repair all Goods which are or become defective during a period as agreed between the Buyer and the Seller but in any event not less than a period of 18 months ('the Warranty Period') from the date of delivery where such defect occurs under proper usage and is due to faulty design or inadequate or faulty materials or workmanship, the Seller's erroneous instructions as to use, erroneous data or any breach by the Seller of any provision of the Contract, and such repairs and replacements shall themselves be subject to the foregoing obligations for the Warranty Period from the date of delivery, re-installation, or passing of tests (if any) whichever is appropriate, after repair or replacement;
  2. re-perform any Services found to have been performed defectively during the Warranty Period which period shall commence on the date of the performance of the Services.

15.1 The Buyer shall not be liable to the Seller or deemed to be in breach of contract by reason of any delay in performance or any failure to perform any of its obligations in relation to the Goods or the Services, if the delay or failure is due to causes beyond its reasonable control including (but not limited to) strikes, lockouts, accidents, war, fire, reduction in or unavailability of power or breakdown of plant or machinery. If the cause of such suspension shall continue for more than 6 months, either Party shall have the right to terminate the Contract upon giving not less than 7 days prior written notice to the other and the only liability of the Buyer shall be to pay the Seller for Goods received by the Buyer and/or Services performed prior to the date of such suspension.

16.1 The Seller shall comply with the requirements of the Health and Safety at Work etc. Act 1974, or any statutory modification or re-enactment thereof and the CDM Regulations (if applicable to the Contract).

17.1 The Contract shall in all respects be governed by and construed in accordance with English law and shall be deemed to have been made in England, and the Parties agree to submit to the non exclusive jurisdiction of the courts of England.

17.2 Save in respect of any longer limitation period which may apply to indemnity claims, the limitation period for bringing any claims by the Buyer against the Seller shall be the same period as the limitation period for any claims against the Buyer under any relevant Third Party Contract plus a period of 6 months.

18.1 Mediation - Subject to clauses 18.2 and 18.3, in the event of any dispute arising between the Parties in connection with the Contract, the Buyer may, in its absolute discretion, require that the dispute should be resolved through mediation under the auspices of the ADR Group. If Court proceedings have been issued, then the Buyer may require that the Seller applies to the Court for a stay of the proceedings pending the outcome of the mediation. The mediator shall be agreed upon within 21 days of the Buyer requesting mediation, failing which either Party may apply to the President of the Law Society to appoint a mediator. Unless otherwise agreed each Party shall share equally the costs of the mediator, the ADR Group and the President of the Law Society and each Party shall bear their own legal and other fees and expenses incurred in relation to the mediation. If the dispute is not resolved within 28 days of the mediator's appointment, then either Party may commence Court proceedings or, if a stay of any existing Court proceedings has been granted, both Parties shall consent to the making of an application to the Court to lift the stay. Nothing in this clause shall prevent the Buyer seeking an injunction or other interim relief at any time if it reasonably believes such action is necessary to prevent irreparable damage.

18.2 Adjudication - Where the Contract is a Construction Contract, each Party has the right to refer any dispute under or in connection with the Contract to Adjudication at any time and either Party may at any time give notice in writing (hereinafter called the 'Notice of Adjudication') to the other of its intention to refer the dispute to Adjudication. Any dispute referred to Adjudication shall be conducted in accordance with the Technology and Construction Solicitors' Association ("TeCSA") Adjudication Rules current at the time of the Notice of Adjudication. The Chairman of TeCSA shall be entitled to nominate an Adjudicator on the application of the Buyer or the Seller, in default of agreement between them as to who should be appointed as the Adjudicator. The decision of the Adjudicator shall be binding until the dispute is finally determined by Court proceedings or by agreement between the Parties.

18.3 Where the Contract is not a Construction Contract, the Buyer may, in its absolute discretion, require any dispute to be resolved in accordance with clause 18.2 as if it were a Construction Contract at any time including, for the avoidance of doubt, whilst any Court proceedings are in progress.

Where the Contract is a Construction Contract, the following provisions shall apply:

19.1 the due date for payment is 20 days before the final date for payment;

19.2 the final date for payment is the last date for payment of an invoice in accordance with clause 11.1;

19.3 any notice to pay less may be served upto one day before the final date for payment; and

19.4 the Seller's invoice shall not be deemed to be an application for payment, payment notice or statement of the sum that the Seller considers is due, and if the Buyer fails to issue a payment notice, then the Seller must issue a default notice within the meaning of section 110B of the Construction Act.

Schedule of Attendances and Facilities to be provided by the Buyer

The following attendances and facilities shall be provided and maintained by the Buyer at all times for the duration of and in relation to the provision of the Services at the Place of Delivery, free of charge and in a manner so as not to disrupt or restrict the regular progress of the Services and in compliance with the relevant current Health and Safety at Works requirements and legislation:

1 Any hoisting, craneage, forklifts or plant requirements of any kind required for the unloading, distribution or installation of the Goods, together with skilled and qualified operatives as appropriate unless specifically incorporated within the Quotation.

2 Labour and plant for unloading, checking and distribution of any materials supplied which do not form part of the installation.

3 Scaffolding and any other item necessary for access or roof edge protection which is required to meet with HSE statutory requirements and which may require to be altered during the progress of the Services.

4 Fall/arrest, soft landing systems, nets, harnesses, etc. to be supplied and moved as and when necessary for the execution of the Services.

5 110-voltage power supply adjacent to the works and all temporary lighting.

6 Messing, canteen, first-aid and welfare facilities including drying facilities.

7 Secure and lock fast containers for tools and sundry materials.

8 Skips or the like placed immediately adjacent to and at the same level as the working area for the removal of rubbish and debris off site including tipping charges.

9 Protection of the works where taken over by other trades or contractors where the Seller has left the site.

10 Provision of security (including security personnel) to safeguard the plant, equipment and the Goods.

11 Telephone/fax facilities.

Rigidal

Tel: +44 (0)1905 750500

Email: enquiries@omnisexteriors.com

Rigidal France

Tel: +33 (0)6 26 03 42 91

Email: enquiries@omnisexteriors.com
www.rigisystems.fr

Rigidal Spain/Latam

Tel: +34 62.973.72.36

Email: enquiries@omnisexteriors.com

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