Mechanical Engineering, bridge bearings, structural engineering Specialists In Structural Movement Control

1. Definitions

In these Conditions the following words and phrases shall have the following meanings:

"Conditions" means these terms and conditions of sale; "Contract" means a contract for the sale of Goods and/or Services made by or on behalf of the Supplier with a Customer; "Customer" means a person to whom the Supplier supplies or is to supply Goods and/or Services pursuant to a Contract;"Goods" means the goods which the Supplier supplies pursuant to a Contract; "Order" means an order in writing for the Goods and/or Services received by the Supplier from the Customer; "Services" means the services which the Supplier provides pursuant to a Contract; "Supplier" means Ekspan Limited a company registered in England and Wales under number 02564540; "Working Day" means any day from Monday to Friday (inclusive) which is not Christmas Day, Good Friday or a statutory holiday.

 

2. Application

2.1 The Conditions and any documents referred to in the Supplier's acknowledgment of Order shall apply to and be deemed incorporated into all Contracts to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document and no variation to these Conditions shall have effect unless agreed in writing by the Supplier.

2.2 No Order shall be deemed to be accepted by the Supplier and a Contract shall only come into being between the Customer and the Supplier upon the issue of a written acknowledgment of Order by the Supplier to the Customer.

2.3 No quotation from the Supplier shall constitute an offer and all quotations may be withdrawn without notice at any time.

 

3. Exploratory & Emergency Work

In the event that the Supplier or any sub contractor is required to commence exploratory or emergency work prior to the commencement of a Contract the cost of any such work shall be charged in accordance with the terms of clause 8.4.

 

4. Supplier's Obligations

4.1 The Supplier shall use reasonable endeavours to provide the Goods and/or the Services, in accordance in all material respects with any specifications, however specifications quoted by the Supplier are to be treated as approximate only. The Supplier reserves the right to amend without notice at any time the specifications materials and processes of manufacture or work.

4.2 The Supplier shall use reasonable endeavours to meet any performance dates specified in the Contract but any such dates shall be estimates only and time shall not be of the essence for the provision of the Goods and/or Services.

 

5. Customer's obligations

5.1 The Customer shall co-operate with the Supplier in all matters relating to the Contract including provision in a timely manner and at no charge, with access to the Customer's site as reasonably required by the Supplier and such information as the Supplier may require ensuring the same is accurate in all material respects.

5.2 The Customer shall inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer's premises site.The Customer shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Goods and/or Services.

5.3 If the Supplier's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.

 

6. Liability

6.1 The Supplier warrants that the Goods and/or Services will for a period of 12 months from the date of delivery or performance comply with their specification and be substantially free from defects in materials and workmanship.

6.2 The Warranties in condition 6.1 are given on the following conditions: 6.2.1 the Supplier is not liable for a defect in the Goods or Services caused by fair wear and tear, abnormal or unsuitable conditions of storage or use or an act, neglect or default of the Customer or a third party; and 6.2.2 the Supplier is not liable for a defect in the Goods or Services unless it is notified to the Supplier within 15 Working Days of the date of delivery or performance or, if the defect would not be apparent on reasonable inspection, the date the defect is discovered.

6.3 The Supplier is not liable for: 6.3.1 non delivery or non performance unless the Customer notifies the Supplier of the claim within seven Working Days of the date of the Supplier's invoice; and 6.3.2 for damage to or loss of all or part of the Goods in transit (where the Goods are carried by the Supplier's own transport or by a carrier on behalf of the Supplier) unless the Customer notifies the Supplier within 15 Working Days of receipt of the Goods or the scheduled date of delivery, whichever is the earlier.

6.4 Complaints by the Customer in respect of Goods and/or Services alleged to be defective, shall not be grounds for the Customer to withhold payment of accounts due to the Supplier by the Customer, nor shall give any right to offset against payment due from the Customer to the Supplier.

6.5 Except as set out in this clause 6, all conditions, warranties and representations, expressed or implied by statute, common law or otherwise, in relation to the supply, non supply or delay in supplying the Goods and/or Services are excluded to the extent permitted by law.

6.6 Subject to Conditions 6.7 and 6.8 the Suppliers 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.

6.7 Subject to the provisions of clause 6.8 below, the Supplier is not liable to the Customer in contract, tort (including negligence or breach of statutory duty) or otherwise for any of the following losses or damages, whether direct or indirect, arising out of, or in connection with, the supply, non supply or delay in supplying the Goods and/or Services or otherwise in connection with the Contract, loss or damage incurred by the Customer as a result of third party claims, loss of actual or anticipated profits, loss of business opportunity, loss of anticipated savings, loss of goodwill, injury to reputation, or any indirect, special or consequential loss or damage howsoever caused even if the Supplier was advised of the possibility of them in advance.

6.8 Nothing in this agreement shall operate to exclude or restrict either party's liability for:6.8.1 death or personal injury resulting from negligence; 6.8.2 breach of the obligations arising from section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 as appropriate; or 6.8.3 fraud or deceit.

 

7. Risk and Title in Goods

7.1 The Goods are at the risk of the Customer from the time of delivery.

7.2 Ownership of the Goods shall not pass to the Customer until the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Supplier from the Customer on any account.

7.3 Until ownership of the Goods has passed to the Customer, the Customer shall: 7.3.1 hold the Goods on a fiduciary basis as the Supplier's bailee; 7.3.2 store the Goods (at no cost to the Supplier) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Supplier's property; 7.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and 7.3.4 maintain the Goods in satisfactory condition and keep them insured on the Supplier's behalf for their full price against all risks to the reasonable satisfaction of the Supplier. On request the Customer shall produce the policy of insurance to the Supplier.

7.4 The Customer's right to possession of the Goods shall terminate immediately upon the occurrence of any of the circumstances set out in sub clauses 11.1.1 to 11.1.4.

7.5 The Supplier shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Supplier.

7.6 The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated, to recover them.

7.7 On termination of the Contract, howsoever caused, the Supplier's (but not the Customer's) rights contained in this Condition 7 shall remain in effect.

 

8. Price

8.1 The Supplier's prices are strictly net unless otherwise agreed in writing.

8.2 The Supplier's price lists, advertising matter, and verbal estimates shall not form any part of any Contract between the Customer and the Supplier

8.3 The Supplier reserves the right to vary its prices without notice where fixed prices are not formally agreed in writing by the Supplier

8.4 Unless superseded by written agreement, the following rates will be linked to the Federation of Construction Engineers External to Contract rates as follows: day works labour plus one hundred and seventy five percent, materials plus twelve point five percent and hire at net; levied at the rate ruling upon completion of the Services.

 

9. Payment

9.1 The Customer shall pay for Goods and/or Services within 30 days from the date of the relevant invoice unless otherwise agreed in writing.

9.2 Any account outstanding beyond the period permitted for payment will automatically be considered for recovery by the Supplier and all costs incurred facilitating this recovery including administration, legal costs and expenses will become chargeable to the Customer in default together with interest on the outstanding amount and accumulating costs levied at five percent above the Barclays Bank PLC base rate calculated on a day to day basis without prejudice to any other rights or remedies of the Supplier. In default of payment for any part of the supply of Goods and/or Services, the Supplier reserves the right without prejudice to any other remedy available to it to discontinue the provision of further Goods and/or Services and without notice.

 

10. Force Majeure

The Supplier shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

 

11. General

11.1 The Supplier shall be entitled to terminate the Contract immediately if: 11.1.1 the Customer fails to make any payment for Goods and/or Services when such payment falls due; 11.1.2 the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or 11.1.3 the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Supplier and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or 11.1.4 the Customer encumbers or in any way charges any of the Goods.

11.2 Should the Customer wish the Supplier to cease operations, seven days advance notice must be given otherwise 40 hours standing time at rates referred to in clause 8.4 will be charged for each operative working at the time of cessation.

11.3 Any failure by the seller to enforce any or all of these Conditions shall not be construed as a waiver of any of the Supplier's rights hereunder.

11.4 Should any of these Conditions be held invalid, such invalidation shall not affect the validity of the remaining terms.

11.5 Nothing in these Conditions confers any rights on any person under the Contracts (Rights of Third Parties) Act 1999.

11.6 The Customer shall not without the prior written consent of the Supplier assign, transfer, charge or deal in any other manner with the Contract of any of its rights under it nor purport to do any of the same.

11.7 The Contract shall be governed in accordance with the English Law and courts of England shall have jurisdiction to hear all disputes arising in connection with the contract.

11.8 The headings in these Conditions are for convenience only and shall have no effect on the interpretation thereof.

 

12. Website Usage Exclusion of warranties/limitation of liability

12.1. Where the user accesses the website by means of the internet, Ekspan will use its reasonable endeavours to ensure that the service is accessible at all times via the internet but Ekspan does not warrant or represent that it can do so since neither Ekspan nor any other party has any control over the internet, which is a global decentralised network of computer systems.

 

The website will not be continually free from error or interruption and may be variable. 

 

12.2. The website is provided 'as is' and is intended for information purposes only, without any warranty of any kind either expressed or implied, including but not limited to the implied warranties of satisfactory quality, merchantability, fitness for a particular purpose, title and non-infringement of intellectual property rights of any information displayed on this website or in downloaded PDFs. The user accepts that products and information may be updated from time to time and therefore the information displayed herein this website should not be assumed to be accurate and up to date at all times. Ekspan advises that the user should contact us to discuss such technical information to ensure accuracy at the time of request.

12.3. The user acknowledges that any data transmitted to Ekspan or the server electronically via the internet, an intranet or another private network including without limit the website may be intercepted by third parties and unlawfully exploited.

The user accordingly accepts that Ekspan has no responsibility in respect of the acts of the said third parties.

12.4. Ekspan is not responsible in contract or in tort for the unauthorised access to, or alteration, theft or destruction of emails, files, programs, or information of the user by any person through accident or by fraudulent means or devices, even if such access occurs as a result of Ekspan's own negligence.

12.5. Certain links, including hypertext links, in the website will take the user outside the website.

Links are provided for the user's convenience and inclusion of any link does not imply endorsement or approval by Ekspan of the linked site, its operator or its content. Ekspan Ltd is not responsible for the content of any website outside its website.

 

13. Interlectual property

13.1. All rights in the design, text, graphics, music, photographs, sound, video and other material on the website and the selection or arrangement thereof are the copyright of Ekspan or other third parties.

13.2. Permission is granted to copy electronically and print in hard copy portions of the website solely in connection with purchasing goods from Ekspan Ltd.

Any other use of materials on the website (including reproduction for purposes other than those noted above and alteration, modification, distribution, or republication) without Ekspan's prior written permission is strictly prohibited.

 

 

Ekspan Ltd shall not be liable to the user for any breach of these terms or any failure to provide or delay in providing the services through the website resulting from any event or circumstance beyond Ekspan's reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of system or network access, fire, explosion or accident.

 

This agreement shall be governed and construed in accordance with English law and parties hereby submit themselves to the exclusive jurisdiction of the English courts.