SLC Fire Services Ltd

"Contract price" shall mean the sum named i n the quotation together with such additions thereto or deductions there from as may properly be made from time to time in accordance with the Contract.

"Contract Works" shall mean the work described in the quotation together with such additions or omissions there from as may properly be made from time to time in accordance with the Contract.

"The Employer" shall mean the person firm company or organization who shall accept the quotation and shall include the Employer's legal personal representatives, successors and agreed assigns.

“The quotation" shall mean the tender supplied by the Contractor to the Employer as described on the face hereof.

2. BASIS OF QUOTATION/CONTRACT .

2.1 Unless previously withdrawn the quotation is valid for 30 days from the date hereof or for any other period expressly stated by the Contractor. Thereafter the quotation is subject to confirmation by the Contractor on the receipt of an order.

2.2

(a) The quotation and the Contract are subject to the terms and conditions contained herein and all terms and conditions referred to by the Employer or contained in any order, acceptance of quotation or otherwise are hereby excluded. These terms and conditions may be varied only by agreement in writing between the parties. Accordingly these terms and conditions constitute the whole agreement between the parties and supersede any prior promises representations undertakings or implications. .

(b) Quotations issued by the Contractor are not offers capable of acceptance so as to make a binding contract. All orders placed with the Contractor require his written acceptance before any contract arises.

(c) No servant or agent of the Contractor has any authority to make any representation or give any warranty relating to the Contract Works or agree to any variation of or addition to these terms and conditions unless such representation warranty variation or addition is expressed in writing and signed on behalf of the Contractor by a director or person authorized by the Contractor.

2.3 Except when otherwise agreed or stated the Contract price is calculated (amongst other things) on the basis of work being performed during the usual working hours of the Contractor. Should it become necessary for reasons other than the default of the Contractor to perform overtime work beyond that so specified in the quotation, then the Employer shall be liable for and pay the overtime rates of the Contractor as notified to the Employer.

2.4 Adequate facilities (including but not limited to water scaffolding and electricity supply) shall be provided by the Employer free of charge for the execution of the Contract Works and access shall be given by the Employer promptly to enable the Contract Works to commence and proceed in accordance with the Contractor's requirements. The quotation and the Contract comprise only such accessories materials goods and work as are specifically referred to in the quotation.

2.5 The Contract price is calculated (amongst other things) on the basis of the position of materials and equipment being as indicated on the contract plans or drawings or as described in the specification. Any variation thereof shall be subject to the provisions of Clause 3.3 hereof. Notwithstanding the foregoing if the Contractor considers for whatever reason that a variation is required for the proper installation of any such material or equipment, such variation shall be subject to the provisions of Clause 3.3 hereof.

2.6 Manufacturers' test figures or performance figures for equipment supplied and installed by the Contractor will be provided on request. Such figures are subject to reasonable tolerances and the Contractor shall have reasonable time and opportunity to comply therewith. No warranty or representation is given in connection therewith unless otherwise agreed in writing by the Employer and the Contractor Any additional tests required shall be notified to the Contractor in writing and the cost shall be paid by the Employer as an extra to the Contract price unless such additional tests have been specified, and provided for in the quotation.

2.7 Unless otherwise stated all goods materials and accessories imported from other countries are priced at the official rate of exchange prevailing on the date of the quotation and the importation of such goods materials and accessories is subject to any governmental or other regulations relating thereto.

2.8  The quotation is exclusive of Value Added Tax and the Employer shall pay as mentioned under Clause 8 of these conditions any Value Added Tax chargeable on the Contractor in respect of the supply of goods and services in fulfilling the Contract.

2.9 Unless otherwise agreed in writing all drawings illustrations or descriptive matter furnished by the Contractor shall be regarded as general arrangement drawings or descriptions only and not binding as to detail. The copyright therein shall remain that of the Contractor.

3. FLUCTUATIONS IN PRICE AND VARIATIONS TO WORK

The following conditions shall apply in respect of additions to or deductions from the Contract price. 3.1.1 and 3.1.2 shall apply unless the Employer and the Contractor shall have otherwise agreed that the formula method of calculating fluctuations as set out in 3.2 shall apply. 3.3 shall apply in any event.

3.1.1 The prices quoted are based on the cost of material and labour (including but not limited to all payments made under any statute or instrument) ruling at the date of the quotation, and are subject to adjustment in the event of a rise or fall in the cost of material or Iabour (including but not limited to all payments made under any statute or instrument) taking place thereafter. If a rise in the said costs occurs there shall be added 20 per centum thereof for the Contractor's overhead expenses.

3.1.2 Should there be any increase or decrease in the rate of any tax payable by the Contractor in the course of business or the imposition of any new such tax during the Contract period, all extra loss and expense thereby incurred by the Contractor in relation to performance of the Contract shall be added to the Contract price.

3.2 The Contract price shall be adjusted in accordance with the fluctuations formula and indices of which fuller particulars have been supplied by the Contractor to the Employer in writing and shall be deemed to be incorporated herein. .

3.3   No variation or extra work will be carried out until:

(a) the Contractor has confirmed the same in writing

or

(b)the price has been agreed or daywork rates established and instructions have been issued to the Contractor in writing.

Notwithstanding the foregoing if the Contractor elects to carry out variations or extra work without (a) or (b) above first being supplied, a fair and reasonable adjustment to the Contract price in respect thereof shall be made forthwith.

4. PROVISIONAL SUMS AND ADDITIONS

A provisional sum if included in the quotation shall be expended or used as the Employer or his Agent may in writing direct and not otherwise, and if not expended or used shall be deducted from the Contract price. .

The expenditure of provisional sums and charges for other work additional to that provided for in the quotation shall in the absence of a supplementary quotation be reimbursed to the Contractor by the Employer at daywork rates of the Contractor as notified to the Employer.

5. INSURANCE

5.1 Unless otherwise agreed the Employer will so far as practicable insure in the joint names of the Employer and the Contractor against all materials fixed by the Contractor in fulfilment of the Contract and also such unfixed materials of the Contractor as are on or about the site intended for incorporation in the Contract Works and save as provided in Clause 8 hereof will hold all such materials so insured during the continuance of the work. The aforesaid materials shall be at the sole risk of the Employer as regards such loss or damage in any event.

5.2 The Contractor will insure in respect of his liability at common law to his employees whilst engaged upon work in fulfilment of the Contract.

5.3 The Contractor will so far as practicable insure in respect of death or injury to persons not in his employment in the sum of not less than One Million Pounds Sterling and save as provided by Clause 8 hereof will maintain such insurance during the continuance of the work.

6. CONSEQUENTIAL LOSS OR DAMAGE

In no event shall the Contractor be liable for any loss of profit, indirect special or consequential loss or damage whatsoever and howsoever arising.

7.  LIABILITY

7.1 Subject to clause 7.3 hereof any defect in materials or workmanship or design in respect of the Contract Works proved to be due to the negligence of the Contractor shall be rectified or replaced without extra charge to the Employer on receipt of a notification in writing thereof from the Employer within a period of six months from the date that the installation or the relevant part thereof shall have been notified by the Contractor to the Employer or his Agent as being ready for beneficial use. In addition the Employer must have given written notice to the Contractor of the defect within fourteen days after the time of first discovery Provided always that the said rectification or replacement shall only be carried out by persons employed by the Contractor and that no work on the installation shall have been carried out by any other person otherwise the said undertaking shall be null and void.

7.2 All materials supplied and/or fixed by the Contractor but not of his manufacture shall be guaranteed only to the extent of any guarantee given to the Contractor by the manufacturer or supplier thereof.

7.3 Subject to Clauses 6 and 9.3 hereof the Contractor's liability arising under or in connection with the Contract or the Contract Works and at common law (including but not limited to liability for breach of contract and negligence) shall be limited in all respects to the Contract price as named in the quotation. The foregoing limitation on liability is not applicable where death or personal injury to persons results from the Contractor's negligence. Except for the liability expressly accepted by the Contractor under the Contract, the Contractor hereby excludes liability for all or any representations terms conditions or warranties whether express or implied.

8. TERMS OF PAYMENT

Unless otherwise agreed in writing the following terms of payment shall apply:

8.1 Interim payments of amounts due to the Contractor by the Employer shall, if applied for, be made in full within 14 days of each application by the Contractor.

8.2 The amount due shall be the total value of the work properly executed and of the materials and goods delivered to the site and of the materials and goods assigned to the Contract Works and held in store for the execution of the Contract Works up to the date of the application, less any instalment previously paid.

8.3  Where an Agent is appointed by the Employer to supervise the Contract Works he shall issue a certificate stating the amount due from the Employer to the Contractor within seven days of receiving an application from the Contractor which shall include full details of the work and materials for which payment is claimed. The Contractor shall be entitled to payment in full within 14 days of the issue of a Certificate. The Employer and the Agent shall carry out their duties under the Contract in a prompt proper and professional manner and in good faith.

8.4 If interim payments have not been applied for, payment including but not limited to payment for any extras or additions to the Contract shall be made in full by the Employer within 28 days of the date of an invoice submitted by the Contractor or within 14 days of the date of certificate issued by the Agent.

8.5 Time of payment shall be of the essence. If the Employer shall fail to make payment in accordance with these terms of payment interest shall accrue upon the amount outstanding and shall be paid by the Employer to the Contractor at the rate of 4% above the base lending rate of The Bank of England for the time being in force from the date specified for payment until the date of actual payment as well after as before any judgment and the Contractor shall have the right to give the Employer seven days' notice in writing of his intention to discontinue the work and if thereafter the Employer fails to make payment in full within the said seven days the Contractor shall be entitled to discontinue the work. The exercise of such right of discontinuance shall be without prejudice to any other rights or remedies which the Contractor may possess.

8.6

(a) If the Employer or the Agent shall unreasonably refuse to issue a certificate when properly requested the Contractor shall have the right to discontinue the work until the said certificate shall have been issued and the certified amount shall have been paid.

(b)  No action by the Contractor in accordance with these terms of payment shall prejudice his right to recover payment from the Employer for all work done and materials delivered or assigned to the Contract Works. Any and all expenses or losses incurred by the Contractor has a result of discontinuing the work as provided and of any subsequent resumption of the work shall be reimbursed to the Contractor by the Employer.

(c) During the period between the said discontinuance and the resumption of work the Contractor shall be relieved from any liability under Clauses 5, 6 and 7 hereof. On the resumption of work by the Contractor any variation in the period of six months mentioned in Clause 7 hereof and the remedying of any defects which may have arisen shall be at the discretion of the Contractor. Any period from the date of the said discontinuance until the date of resumption of work shall be added to any period stipulated for completion and any date set for completion shall be altered accordingly.

8.7 The Contractor shall retain a lien for the whole of any unpaid balance of monies due to him from the Employer upon all materials plant and machinery installed or delivered on site or appropriated to the Contract Works. Set off by the Employer under the Contract or at common law is not permitted.

8.8 Where interim payments are applied for under the Contract the Employer shall add Value Added Tax to each interim payment and to the final payment or such part of it as is chargeable to tax at the standard rate. On the receipt of each interim and the final payment the Contractor shall issue an authenticated receipt as referred to in Regulation 8(4) of the Value Added Tax (General) Regulations 1975 (or any subsequent statutory modification or replacement thereof). If interim payments have not been applied for, the Employer shall pay the Value Added Tax shown in the Contractor's invoice within 30 days of the date of the invoice or within 14 days of the date of the Agent's certificate, whichever shall be the earlier.

9. COMPLETION

9.1 The time specified in the quotation for the completion of the Contract Works shall be subject to the Employer or his Agent supplying all necessary drawings, instructions, information and facilities in due time to enable work to be started and continued in accordance with the Contractor's requirements and complying with Clause 8 hereof.

9.2 The Contractor shall not be liable for any loss or damage caused by delay in the performance or the non-performance of any of its obligations under the Contract where the delay is due to any cause other than the Contractor's default. In the event of any delays so caused the Contract period shall be extended as set out in Clause 9.4 or if the Contractor considers the delay will be prolonged unreasonably the Contractor may terminate this Contract forthwith by written notice with no liability for loss or damage thereby occasioned.

The following shall without prejudice to the generality of the above be considered causes other than the Contractor's default: Act of God; war or threat of war; sabotage; insurrection; civil disturbance; requisition; governmental or Parliamentary restriction; prohibitions or enactments of any kind; import or export regulations; strikes; lock outs; trade disputes (whether involving employees of the Employer or another); difficulties in obtaining labour fuel materials machinery information data or know how; breakdown in machinery; f ire or accident; inadequate or defective instruction from the Employer; defaults of the Employer or any third party.

9.3  Every endeavour will be made by the Contractor to carry out the Contract Works within the period stipulated or, if no period is stipulated, within a reasonable time. The Contractor shall not be liable to the Employer for any loss or damage whatsoever (including but not limited to direct indirect or special consequential loss or damage) sustained by the Employer as a result of the Contractor's failure to commence or complete on time. Notwithstanding the foregoing the Contractor may expressly agree in writing to accept liability for failure to complete timeously on account of the Contractor's default in which case the parties must agree in writing a rate per week as liquidated damages for late completion. The said rate shall represent the full extent of the Contractor's liability for late completion. If no rate of liquidated damages is agreed in writing then notwithstanding anything else contained herein it shall be assumed that time is not of the essence for completion.

9.4 If the Contractor considers that the expenditure or use of a provisional sum will prolong the Contract period the Contractor shall be granted an extension to the Contract period equivalent to the period of prolongation: The Contractor shall be granted an extension to the Contract period equivalent to the period the Contractor is prevented from or delayed in proceeding with the Contract Works for any reason other than the default of the Contractor. If the Contractor shall be involved in loss and/or expense whatsoever by reason of the progress of the Contract Works having been delayed or prevented other than by reason of the Contractor's default then the amount of such loss and/or expense shall be ascertained and added to the Contract price. This sub-clause shall not prejudice any other rights or remedies of the Contractor.

9.5 Should the Contract period be extended as a result of the Contractor being prevented from or delayed in proceeding with the Contract Works for any reason other than the default of the Contractor, the Contractor shall be entitled to place goods and materials intended for the Contract Works in safe storage at the Employer's expense and be paid therefore as if delivered to site and all extra loss and expense thereby incurred by the Contractor shall be added to the Contract price.

10. TESTS

If special test or tests in the presence of the Employer or its representatives are required these will be charged for as extra unless otherwise specified. I n the event of any delay on the Employer's part in attending such tests after seven days’ notice that the Contractor is ready, the tests will proceed in the Employer's absence and shall be deemed to have been made in the Employer's presence. This applies to tests which may be made either on the site or at the Contractor's premises or elsewhere.

11. TITLE

Until payment in full has been received by the Contractor of all sums owing or due to the Contractor in respect of the Contract Works the Employer holds any and all materials supplied by the Contractor in a fiduciary capacity as bailee for the Contractor and:

(a) legal and beneficial title in the said materials shall remain with the Contractor and if the Contractor requires the Employer shall store the said materials in such a way that they are clearly the property of the Contractor and shall maintain full insurance cover against loss or damage in respect thereof

(b)  the Contractor reserves the right of disposal of each item of the said materials and may retake possession thereof at any time and for that purpose may by its servants or agents enter upon any land or premises occupied by the Employer

(c) the Employer undertakes in relation to each item of the said materials not to remove parts from, add to, modify or otherwise do any work on such materials without the express prior written permission of the Contractor

(d) If the Employer incorporates or allows the incorporation of an item of the said materials into other goods in any way, legal and beneficial title to those other goods, both during the process of incorporation and thereafter shall vest forthwith in the Contractor and the Employer shall hold them in a fiduciary capacity as bailee for the Contractor; if the Contractor so requires the Employer shall observe the conditions regarding storage in sub clause (a) hereof as if such other goods were the materials originally supplied and the Contractor reserves the rights regarding disposal, repossession and entry in sub clause (b) hereof as if such other goods were the materials originally supplied.

12. CANCELLATION

The Employer shall not be entitled to cancel the Contractor the further performance thereof without the prior written consent of the Contractor and then only upon such terms as the Contractor may require byway of indemnity or compensation for any loss (including but not limited to loss of profit) damage cost or expense which the Contractor may suffer by reason of such cancellation.

13. TERMINATION

Without prejudice to any other rights which the Contractor may have the Contractor shall be entitled on giving written notice to the Employer to terminate the Contract forthwith, demand immediately payment of any amount due or accruing due to the Contractor thereunder and to retain any sums already paid, if any of the following circumstances occur:

(a) the Employer not being a body corporate becomes bankrupt or compounds or makes any arrangement with his creditors or commits any act of bankruptcy

(b) the Employer being a body corporate goes into liquidation whether compulsory or voluntary (save for the purposes of amalgamation or reconstruction) or has a receiver appointed of its undertaking or assets or any part thereof

(c) the Employer commits any breach of its obligations hereunder.

14. WAIVER .

Failure by the Contractor to insist upon strict performance of the terms and conditions of the Contract shall not be deemed a waiver of any subsequent default hereof.

15. HEADINGS

The headings used in these terms and conditions are for the purpose of convenience and identification only and are not to be taken as limiting in any way the scope or possible construction of any clause.

16. ASSIGNMENT

The Employer shall not assign or sub contract any of his rights or interests under the Contract without the prior written consent of the Contractor. The Contractor may assign or sub contract any of his rights or interests under the Contract.

LAW

The Contract shall be governed by and construed in accordance with English law and the Employer and the Contractor agree to submit to the jurisdiction of the English courts save that the Contractor shall be entitled at its sole discretion to refer such disputes to the courts of any jurisdiction in which the Employer carried on or has carried on business.

COMPLIANCE WITH LAW AND GOVERNMENT REGULATION

Acceptance of this tender constitutes a warranty and representation by the Client that he or his Agent has complied with every applicable Statute, Order-in-Council, Regulations or Directions, Bye-law or other lawful requirement or instruction, whether of the Government or any local or other lawful authority and in particular that he has lawfully obtained every licence, permit or authority that may be required in connection with the work.