Terms & Conditions

Terms and Conditions of Sale

1. INTERPRETATION
1.1. In these conditions: –

1.1.1. “the Seller” shall mean Rossair Limited, of West Gate, 104 High Street, Alton Hampshire, GU34 1EN U.K.

1.1.2. “the Buyer” shall mean all or any of the persons in whose name the goods are ordered.

1.1.3. “the Manufacturer” shall mean the manufacturer of the Goods and shall be deemed also to mean where the context admits the importer or other supplier authorised by the Manufacturer to import the goods on behalf of the Manufacturer.

1.1.4. “the Goods” shall mean the goods and / or services which the Seller is to supply in accordance with these conditions.

1.1.5. “these Conditions” shall mean the standard terms and conditions of sale set out in this document and (unless the context requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.

1.1.6. “the Contract” shall mean a contract for the sale and purchase of the Goods including extended warranties.

1.2. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3. The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. BASIS OF SALE
2.1. The Seller shall sell and the Buyer shall purchase the Goods in accordance with any order of the Buyer which is accepted by the Seller, subject to these Conditions, which shall govern the Contract to the exclusion of any other purported terms and conditions, but including so far as no conflict is caused any terms and conditions which the Manufacturer may from time to time attach to the supply or re-sale of the Goods by the Seller. A copy of the latter conditions may be inspected on application to the Seller. The Seller shall not be liable for any failure to deliver the Goods occasioned by its inability to obtain them from the Manufacturer or by its compliance with such terms and conditions.

2.2. No variation to these Conditions shall be binding unless agreed in writing between the authorised representative of the Buyer and the Seller.

2.3. The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

3. ORDERS AND SPECIFICATIONS
3.1. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.

3.2. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms and accordingly the quantity, quality and description of the Goods shall be those set out in the Buyers order (if accepted by the Seller).

3.3. The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements, or which do not materially affect their quality or performance.

3.4. No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Seller as a result of cancellation.

4. PRICE OF GOODS
4.1. The price of the Goods shall be both the Seller’s quoted price or where no price has been quoted the price listed in the Seller’s published price list current at the date of acceptance of the order.

4.2. The Seller reserves the right to increase the price of the Goods to reflect any increases in the cost to the Seller which is due to any factor beyond the control of the Seller.

4.3. The price is exclusive of any applicable Value Added Tax which the Buyer shall be additionally liable to pay to the Seller.

4.4. All prices are based on works being undertaken during normal working hours between 08:00 and 18:00. If works are to be carried out at times other than these it will be subject to a supplementary charge unless these times are requested by our project supervisor to ensure health and safety or for other reasons.

5. TERMS OF PAYMENT
5.1. The Buyer shall on submitting its order pay any deposit payment stipulated by the Seller.

5.2. The Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or the Seller has tendered delivery of the Goods.

5.3. Unless previously agreed in writing that the Buyer shall have a credit account the Buyer shall pay in cash the full price (or balance after payment of any deposit) on delivery. If the Buyer shall have a credit account, the Buyer shall pay the price of the Goods within 30 days of the date of the Seller’s invoice notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract.

5.3.1. Invoices will be issued for equipment and materials on or about the day that such equipment is delivered to site. For projects spanning 4 weeks or more or extending over a month end, the seller will issue an interim invoice to cover the percentage of equipment and materials on site but not already invoiced, work completed against the total value or any supplementary costs. Payment of this invoice is due within 7 days from issue date to ensure continuation of works unless alternative payment terms have been specifically agreed to.

5.4. If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller the seller shall be entitled to:-

5.4.1. cancel the Contract or suspend further deliveries or services to the Buyer.

5.4.2. appropriate any payment made by the Buyer to such of the Goods as the Seller may think fit.

5.4.3. charge the Buyer interest at the rate of 8% per annum above Bank of England base rate, as published in the National Press from time to time, until payment in full is made.

5.5. No deductions from payments due are allowed unless specifically agreed in writing prior to the commencements of works. Invoice queries should be received by the seller no later than 7 days from the date of invoice or shall otherwise be paid in full on the date due until such time as any query can be resolved. In the event of a dispute arising, payments will be made in full and both parties will submit to adjudication or mediation rules which shall be binding until otherwise ruled upon by an English Court of Law. All costs of disputes will be met by the buyer to the seller until such time as a court rules otherwise.

5.6. The seller reserves the right not to carry our variations or additions without a written purchase order which states costs as agreed between the parties and a description of the works required. However, in the event that the seller deems works necessary for continuation of the works thereby preventing delay costs to the sellers’ client or in the event that the client of the sellers’ client makes a request and the seller is unable to obtain a purchase order from the buyer in sufficient time to prevent delay or argument or similar then the seller will act in what it considers is in the best interest of its’ immediate client and carry out the variation or addition and the client party shall accept the reasonable costs of the seller doing so.

5.7. In the event the Buyer cancels any Extended Warranty, the Buyer may do so by giving 3 months’ written notice of intention to cancel to the Seller. Unless such notice is given, any annual Extended Warranty that falls is payable in full. The Buyer shall not be entitled to a refund in full or in part of any Extended Warranty made by the Buyer in the event of cancellation.

6. DELIVERY
6.1. Delivery of the Goods will be made by the Seller to the Buyer to the premises specified in writing by the Buyer.

6.2. Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Seller shall not be obliged to fulfil orders in sequence in which they are placed or accepted.

6.3. In the event of the Goods being unavailable for whatever reason, the Seller may (whether the estimated delivery has arrived or not) by notice in writing to the Buyer cancel the Contract in which event any deposit paid shall be refunded.

6.4. Reasonable unrestricted access to the site for personnel and equipment and materials delivery is assumed and includes transporting materials to their final destination. Any specific restrictions not notified to the seller and included in this quotation may incur additional costs.

6.5. If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyers reasonable control or by reason of the Seller’s fault) then without prejudice to any other right or remedy available to the Seller the Seller may:-

6.5.1. store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) or storage; or

6.5.2. after seven days following the date for delivery dispose of the Goods and treat the Contract as repudiated by the Buyer and thereupon any deposit shall be forfeited without prejudice to the Seller’s right to recover from the Buyer by way of damages any further loss or expense thereby suffered by the Seller.

6.6. In the event that Goods are incorrectly supplied to the Buyer by the Seller by reason of a mistake wholly on the part of the Seller, those goods may be returned to the Seller for the credit of the Buyer provided that the Goods are returned within seven days of the delivery and are unused and in the same condition as when delivered to the Buyer.

6.7. The Seller may in its discretion accept Goods returned to it by the Buyer within seven days of delivery in any case other than as mentioned in Paragraph 6.5 and then shall credit the Buyer accordingly provided the Goods are returned unused and in the same condition as when delivered to the Buyer. The Seller in any such case may levy a handling charge of up to 25% of the price of any such Goods returned for credit. No credit shall be given by the Seller to the Buyer for delivery, postage or transit charges incurred or levied by the Seller or incurred by the Buyer.

6.8. If within 30 days (or such shorter period specified by the Manufacturer) of the purchase by the Buyer of any Goods from the Seller, the Buyer sends an exchange unit(s) to the Seller in accordance with the Manufacturers exchange plan, and provided that the Seller is satisfied that the exchange unit(s) is in a condition and specification acceptable to the Manufacturer and that the Manufacturer will give credit to the Seller for it (them), then the Seller will give to the Buyer such credit as the Seller anticipates it will receive or such credit received from the Manufacturer in respect of the exchange unit(s) less any charge deemed appropriate by the Seller to render the exchange unit(s) in a condition acceptable to the Manufacturer.

7. CONTINUITY OF WORKS
7.1. All prices are based on our expectance of continuity of work, lack of which may result in our workforce being idle for part or full days and/or being unable to progress in a productive manner due to delay or disruption not of our doing. In this event an additional charge of £350.00 per engineer and assistant, cost will be adjusted for other team combinations, per actual, part or accumulated day will be levied with mileage charges for each vehicle at 0.45 pence per mile an accommodation costs at cost and as incurred. This charge is not applicable to pre-planned multi visit schedules of work agreed in writing prior to commencement of the project. In the event that the original contract duration is extended the prolongation will be charged at the rates detailed in this paragraph up to completion of works that will be in addition to the original contract price. In the advent of prolongation of works the original contract price shall become payable in full less the cost of materials not yet delivered to site and an invoice will be issued accordingly.

7.2. Should the buyer have a need to accelerate the programme of works either to complete earlier than originally anticipated or in order to prevent or minimize overrun of program then accelerated costs will be charged by the seller. The seller reserves the right to either re-quote the works from the point acceleration is required or charge on a cost plus 20% basis for all additional requirements including but not limited to labour, travel, accommodation, plant hire, management and administration.

7.3. Where the quotation is provided without the benefit of a site survey by the seller, we reserve the right to adjust the quotation provided in the event that our best assumptions at the time of providing the quotation differ once the site has been surveyed.

8. RISK AND PROPERTY
8.1. Risk of damage to or loss of the Goods shall pass to the Buyer.

8.1.1. In the case of Goods to be delivered at the Sellers premises at the time when the Seller notifies the Buyer that the Goods are available for collection; or

8.1.2. In the case of Goods to be delivered otherwise than at the Seller’s premises at the time of delivery or if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.

8.2. In the event such are not paid for within the terms as stated, the seller reserves the right to remove materials and levy a charge for its costs of so doing. The buyer will indemnify the seller if its own agreements with others fail to protect the sellers’ rights in this respect.

8.3. Notwithstanding delivery and the passing of risk in the goods or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payments in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.

8.4. Until such time as the property 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 and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall hold as the Seller’s fiduciary agent and bailee and account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and identified as the Seller’s property. The Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and to enter upon any premises where the Goods are stored and repossess the Goods.

9. WARRANTIES AND LIABILITY
9.1. The Seller undertakes that it will use its best endeavours to obtain for the Buyer the benefit of any warranty or guarantee given by the Manufacturer in respect of the Goods.

9.2. Subject as expressly provided in these Conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

9.3. Any claim by the Buyer which is based on defect in the quality or condition of the Goods or their failure to correspond with the specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven days from the date of delivery or (where a defect or failure was not apparent on reasonable inspection) within a reasonable time after the discovery of the defect or failure. If delivery is not refused and the Buyer fails to notify the Seller accordingly the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

9.4. Please note that failure to maintain the system is deemed to be neglect by the manufacturers and will result in all warranties becoming void. This does not affect your statutory rights.

9.5. If the system is adjusted, maintained or altered in any way (except normal user controls) by any party other than the seller, then the terms of the warranty will be deemed to be broken and all warranties will become void.

9.6. Where any valid claim in respect of any Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or at the Seller’s sole discretion refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer.

9.7. Except in respect of death or personal injury caused by the Seller’s negligence the Seller shall not be liable to the Buyer by reason of any representation or any implied warranty condition or other term or duty at common law or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other kinds of consequential compensation whatsoever which may arise in connection with the supply of the Goods or their use or resale by the Buyer except as expressly provided in these Conditions.,

9.8. The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control (including strikes, lock-outs or other industrial action or trade dispute whether involving employees of the Seller or of a third party.

10. GENERAL
10.1. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its Registered Office or principal place of business or such other address as may be relevant at the time and has been notified pursuant to this provision to the party giving the notice.

10.2. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.3. If any of these provisions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

10.4. Any dispute arising under or in connection with these Conditions or the sale of the Goods shall be referred to arbitration to a single arbitrator appointed by agreement or in default nominated on the application of either party by the President for the time being of the Law Society of England and Wales.

10.5. Unless otherwise agreed in writing, the terms and conditions of this agreement shall apply to any order placed by the customer. In the event of any inconsistency between the parties these terms shall prevail.No variation of the terms and conditions shall be allowed unless expressly accepted in writing.

Terms and Conditions of Purchase

1. INTERPRETATION
1.1. In these Conditions the following words shall have the following meanings:

1.1.1. “Buyer” being Rossair Ltd whose principal office is at West Gate, 104, High Street, Alton, Hampshire GU34 1EN.

1.1.2. “Goods” any goods or services or a combination of both which the Buyer is to purchase from the Seller (including any of them or any part of them)

1.1.3. “Seller” the person, firm or company who accepts the Buyer’s Order

1.1.4. “Contract” the contract between the Company and Seller for the sale and purchase of the Goods

1.1.5. “Order” any purchase order of the Buyer for the Goods, incorporating these terms and conditions and a Valid Order Number

1.1.5.1. The supply of any item, service or commodity without an agreed written Order and Valid Order Number is not authorised by the Buyer. With out an Order supply is made at the exclusive risk to the supplier, with no obligation on the Buyer to purchase.

1.2. The headings in these terms and conditions are for convenience only and shall not affect their interpretation.

2. FORMATION AND INCORPORATION
2.1. These terms and conditions are the only conditions upon which the Buyer is prepared to deal with the Seller and they shall govern the Contract to the entire exclusion of all other terms or conditions subject to any variation under Condition 2.3. No terms and/or conditions endorsed upon, delivered with or contained in the Seller’s quotation acknowledgement or acceptance of order, specification or similar document will form part of the Contract and the Seller waives any right which it otherwise might have to rely on such terms and/or conditions. Any reference below or overleaf to such documents will not be deemed to imply that any terms or conditions endorsed upon, delivered with or referred to in such documents will have effect to the exclusion or amendment of the Contract terms.

2.2. Each Order for Goods by the Company from the Seller shall be deemed to be an offer by the Company to purchase Goods subject to these terms and conditions and no Order shall be accepted until the Seller either expressly by giving notice of acceptance, or implied by fulfilling the Order, in whole or in part, accepts the offer.

2.3. Any variation to the Order or these terms and conditions shall have no effect unless expressly agreed in writing and signed by an authorised signatory of the Buyer.

2.4. Each Order is liable to cancellation by the Buyer if not unconditionally accepted by the Seller within 14 days of the Order.

3. SPECIFICATION
3.1. The quantity, quality and description of the Goods shall, subject as provided in these Conditions, be as specified in the Order and/or in any applicable specification supplied or advised by the Buyer to the Seller.

3.2. The Seller shall comply with all applicable standards, regulations and/or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods.

3.3. The Buyer shall have the right to inspect and test the Goods at all times and the Seller shall not unreasonably refuse any request by the Buyer to inspect and test the goods during manufacture, processing or storage at the premises of the Seller or any third party prior to despatch and the Seller shall provide the Buyer with all facilities reasonably required for inspection and testing.

3.4. If as the result of such inspection or testing the Buyer is not satisfied that the Goods will comply in all respects with the Contract and the Buyer so informs the Seller within 30 days of inspection or testing the Seller shall take all steps necessary to ensure compliance.

3.5. Notwithstanding any such inspection or testing, the Seller shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Seller’s obligations under the Contract.

3.6. The Buyer may return any rejected Goods at the Seller’s risk and expense. The right to reject shall extend to the whole or any part of a consignment. Rejected Goods shall not be replaced unless the Buyer so requires in writing.

3.7. The Seller shall be responsible for repayment to the Buyer of all costs losses damages and expenses whatsoever incurred by the Buyer due to rejection of the Goods and/or any additional expenditure reasonably incurred by the Buyer in obtaining other goods to replace the rejected Goods.

3.8. The Seller acknowledges that precise conformity of the Goods with the Contract is of the essence of the Contract and the Buyer shall be entitled to reject the Goods if they are not in conformance with the Contract, however slight the breach may be.

3.9. The Goods shall be marked in accordance with the Buyer’s instructions and any applicable regulations or requirements of the carrier and properly packed and stored so as to reach their destination in an undamaged condition in the ordinary course.

3.10. The Buyer may at any time make changes in writing relating to the Contract including changes in the drawings or specifications, method of shipment, quantities, packing or time or place of delivery. If such changes result in an increasing cost of, or time required for, the performance of the Contract an equitable adjustment shall be made to the price, delivery schedule or both. Any claim or adjustment by the Seller must be approved by the Buyer in writing before the Seller proceeds with such changes.

3.11. The Goods shall be of the best available design and of the best material and workmanship and be without fault and shall conform as to the quality quantity and description with the particulars and/or specifications in the Contract and shall be new and unused unless otherwise specified.

3.12. The Goods shall be fit and sufficient for the purpose for which such Goods are ordinarily used and for any particular purpose made known to the Seller by the Buyer and the Buyer relies on the skill and judgement of the Seller in the supply of the Goods and the execution of the Order.

4. DELIVERY
4.1. The Goods shall be delivered carriage paid to the Buyer’s place of business as named overleaf on the Order, or if some other place of delivery is agreed by the Buyer in writing by delivery of the Goods to that place during the Buyer’s normal office hours. The Seller shall off-load the Goods of its own risk as directed by the Buyer.

4.2. The Goods shall be delivered on the date or within the period specified in the Order, or if no such period is specified within 28 days of the Order.

4.3. Where access to the premises is necessary in connection with delivery or installation the Seller and its sub-contractors shall at all times comply with the reasonable requirements of the Buyer’s Administrative Officer.

4.4. The Seller shall ensure that each delivery is accompanied by a delivery note which is prominently displayed and which shows, inter alia, the order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.

4.5. Time for delivery shall be of the essence of the Contract.

4.6. If the Goods are not delivered on the due date then, without prejudice to any other rights which it may have, the Buyer reserves the right to:

4.6.1. cancel the Contract in whole or in part.

4.6.2. refuse to accept any subsequent delivery of the Goods which the Seller attempts to make.

4.6.3. recover from the Seller any expenditure reasonably incurred by the Buyer in obtaining the Goods in substitution from another supplier, and

4.6.4. claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Seller’s failure to deliver the Goods on the due date.

4.7. The Buyer shall not be deemed to have accepted the Goods until the Buyer has had twenty-one days to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.

4.8. No Goods supplied under the Contract earlier than the date for delivery set out in these terms and conditions, or in any delivery schedule, will be accepted or paid for unless the Buyer notifies the Seller in writing of its intention to accept the same.

4.9. The Seller shall supply the Buyer on delivery of the Goods with all operating and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Buyer to accept delivery of Goods.

4.10. Unless the Buyer expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned, if required, at the Seller’s risk and expense.

4.11. Where more than one item of Goods is involved in the Order and the Buyer agrees to accept delivery by instalments, the Contract shall be construed as a separate contract in respect of each instalment. Nevertheless, failure to deliver any instalment shall entitle the Buyer at its option to treat the Contract as repudiated.

4.12. If the Goods are delivered to the Buyer in excess of the quantities ordered the Buyer shall not be bound to pay for the excess and any excess will be and will remain at the Seller’s risk and will be returnable at the Seller’s expense.

4.13. The Goods shall be properly packed, clearly labelled and adequately protected against damage and deterioration in transit.

4.14. The Seller will repair or replace Goods damaged or lost in transit or during off-loading or stacking free of charge provided the Buyer gives written notice to the Seller of the damage or loss within a reasonable time after receipt of a dispatch note.

5. RISK/OWNERSHIP
5.1. Risk in the Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract.

5.2. The ownership of the Goods shall pass to the Buyer upon delivery.

6. PRICE
6.1. The price payable for the Goods shall be that stated in the Order and unless otherwise stated shall be:

6.1.1. inclusive of all charges including, but not limited to, packaging material, packing, shipping, loading, carriage, insurance and delivery of the Goods to the delivery address and any duties, imposts, levies or taxes other than value added tax; and

6.1.2. fixed for the duration of the Contract.

6.2. No variation in the price nor extra charges can be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of the Buyer.

7. PAYMENT
7.1. The Seller shall be entitled to invoice the Buyer on or at any time after delivery of the Goods and each invoice shall quote the number of the Order. The Seller shall render a separate invoice in respect of each consignment delivered under the Order. No Invoice will be accepted by the Buyer without a valid Buyer’s Order Number.

7.2. Unless otherwise stated in the Order the Buyer shall pay the price of the Goods within 30 days end of month after receipt of the goods or the last day of the month following the month of receipt by the Buyer of a proper invoice whichever is the later.

7.3. Without prejudice to any other right or remedy, the Buyer reserves the right to set off any amount owing at any time from the Seller or associated Company of the Seller to the Buyer against any sums payable by the Buyer to the Seller or associated company of the Seller under the Contract where associated company has the same meaning as ascribed to it by section 416 Income and Corporation Taxes Act 1988.

8. THE BUYER’S PROPERTY
8.1. Materials, equipment, copyright, design rights or any other forms of intellectual property rights in all drawings, specifications and data supplied by the Buyer to the Seller shall at all times be and remain the exclusive property of the Buyer and shall be held by the Seller in safe custody at its own risk and maintained and kept in good condition by the Seller until returned to the Buyer and shall not be disposed of other than in accordance with the Buyer’s written instructions, nor shall such items be used otherwise than as authorised by the Buyer in writing.

8.2. The Seller warrants that the sale or use of the Goods by the Buyer will not infringe any British or foreign patent copyright trademark trade name or registered design or other right of any third party.

8.3. The Seller undertakes to indemnify the Buyer against all loss damage liability actions proceedings costs claims or expenses which the Buyer may suffer or incur by reason or any breach of the warranty in Condition 8.2.

8.4. Should the Buyer receive notice of any claim that the Goods infringe any such patent, copyright, trade mark, trade name or registered design or any other right of any third party the Buyer shall have the right to terminate the Contract forthwith but such termination shall be without prejudice to any other right of action the Buyer may have.

9. WARRANTIES AND INDEMNITY

9.1. The Seller warrants to the Buyer that the Goods:

9.1.1. Will be of satisfactory quality within the meaning of the Sale of Goods Act 1994, and fit for any purpose held out by the Seller or made known to the Seller in writing at the time the Order is placed.

9.1.2. Will be free from defects in design, material and workmanship.

9.1.3. Will correspond in every respect with any specifications, drawings, samples or descriptions provided by the Buyer; and

9.1.4. Will comply with all statutory requirements and regulations and voluntary codes of conduct relating to the Goods and their sale and supply.

9.1.5. Fitting, installation and other services must meet a minimum regulatory requirement. Where possible the Seller must demonstrate membership of an appropriate governing industry body.

9.2. The Seller shall indemnify and keep indemnified the Buyer in full, from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal expenses) awarded against or incurred or paid by the Buyer as a result of or in connection with:

9.2.1. breach of any warranty given by the Seller in relation to the Goods.

9.2.2. any claim that the Goods infringe, or their use, resale or importation infringes the British or foreign patent, copyright, registered design, design right, trade mark, trade name or other intellectual property right of any other third party except to the extent that the claim arises from any specifications, drawings, samples or descriptions provided by the Buyer;

9.2.3. any claim made against the Buyer in respect of any liability, loss, damage, cost or expense sustained by the Buyer’s employees or agents by any customer or third party to the extent that such liability, loss, damage, cost or expense was caused by, relates to or arises from the Goods; or

9.2.4. any act or omission of the Seller or its employees, agents or sub-contractors in supplying, delivering and installing the Goods in accordance with the Contract.

9.2.5. any defect in packaging or containers of the Goods or any misleading or inaccurate information or data supplied at any time by the Seller its servants or agents.

9.2.6. any injury (whether fatal or otherwise) to any person which may result directly or indirectly from any defect in the Goods or the negligent or wrongful act or omission of the Seller.

9.3. The Seller shall effect with a reputable insurance company, a policy or policies covering all the matters which are the subject of indemnities under these Conditions and shall at the request of the Buyer produce the relevant policy or policies together with receipts or other evidence of payment of the latest premium thereunder.

10. TERMINATION
10.1. The Buyer shall be entitled to cancel any Order in whole or in part by giving notice to the Seller at any time prior to delivery of the Goods in which event the Buyer’s sole liability shall be to pay to the Seller fair and reasonable compensation for work-in-progress at the time of cancellation but such compensation shall not include loss of anticipated profits or any consequential loss.

10.2. The Buyer shall have the right at any time by giving notice in writing to the Seller to terminate the Contract forthwith if:

10.2.1. the Seller commits a breach of any of the terms and conditions of the Contract.

10.2.2. any distress, execution or other legal process is levied upon any of the assets of the Seller;

10.2.3. the Seller enters into any arrangement or composition with its creditors, commits any act of bankruptcy or (being a corporation) if an order is made or an effective resolution is passed for its winding up (except for the purpose of amalgamation or reconstruction), or if a petition is presented to court, or if a receiver and manager, receiver, administrative receiver or administrator is appointed in respect of the whole, or any part of, the Seller’s undertaking or assets;

10.2.4. the Seller ceases or threatens to cease to carry on its business.

10.2.5. the financial position of the Seller deteriorates to such an extent that in the opinion of the Buyer the capability of the Seller adequately to fulfil its obligations under the Contract has been placed in jeopardy.

10.2.6. the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller.

10.2.7. the Seller does not pay any money due from it to the Buyer; or

10.2.8. there is any breach of these Conditions by the Seller.

10.3. The termination of the Contract, however arising, will be without prejudice to the rights and duties of either party accrued prior to termination. The Conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.

10.4. No concession or delay on the part of the Buyer shall be construed as a waiver of any rights and remedies.

10.5. The Buyer shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving to the Seller notice in writing whereupon all work on the Contract shall be discontinued. The Seller shall pay fair and reasonable compensation for the work in progress at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss whatsoever.

11. REMEDIES
Without prejudice to any other right or remedy which the Buyer may have, if any Goods are not supplied in accordance with or the Seller fails to comply with any of the terms of this Contract the Buyer shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods have been accepted by the Buyer:

11.1. to rescind the Order.

11.2. reject the Goods (in whole or in part) and return them to the Seller at the risk and cost of the Seller on the basis that a full refund for the Goods so returned shall be paid forthwith by the Seller.

11.3. at the Buyer’s option to give the Seller the opportunity at the Seller’s expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled.

11.4. to refuse to accept any further deliveries of the Goods but without any liability to the Seller.

11.5. to carry out at the Seller’s expense any work necessary to make the Goods comply with the Contract; and

11.6. to claim such damages as may have been sustained in consequence of the Seller’s breaches of the Contract.

12. HEALTH AND SAFETY
12.1. Any Goods supplied or installed under the Contract shall be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health and all Goods will be supplied with full instructions for their proper use maintenance and repair and with any necessary warning notices clearly displayed.

12.2. The Seller agrees before delivery to furnish the Buyer in writing with a list by name and description of any harmful or potentially harmful properties or ingredients in the Goods supplied whether in use or otherwise and thereafter information concerning any changes in such properties or ingredients. The Buyer will rely on the supply of such information from the Seller in order to satisfy its own obligations under the Health and Safety at Work Act 1974 and any other relevant legislation.

12.3. In respect of all goods supplied the Seller will maintain and observe quality control and supplier quality assurance standards in accordance with the requirements of the Buyer, its customs, relevant British Standards, statutory and regulatory bodies.

12.4. It is the responsibility of the Seller to acquaint itself with the purposes for which the Goods supplied are to be used.

12.5. The Seller shall indemnify the Buyer against all actions, suits, claims, demands, losses, charges, costs and expenses which the Buyer may suffer or incur as a result of or in connection with any breach of this Condition.

12.6. The Seller acknowledges that at the point of installation the Seller will avail themselves of all site requirements, waste disposal, health & safety, all site procedures and agree to adhere to them.

13. ASSIGNMENT
13.1. This Contract is personal to the Seller and the Seller shall not assign or transfer or purport to assign or transfer to any other person any of its rights or subcontract any of its obligations under the Contract.

13.2. The Buyer may assign the Contract or any part thereof to any person, firm or company.

14. FORCE MAJEURE
14.1. The Buyer reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Goods ordered if it is prevented from or delayed in the carrying on of its business through any circumstances beyond its reasonable control.

14.2. Without prejudice to the generality of condition 14.1 the following shall be included as causes beyond the Buyer’s reasonable control:

14.2.1. governmental actions, war or threat of war, national emergency, riot, civil disturbance, sabotage o requisition.

14.2.2. Act of God, fire, explosion, flood, epidemic or accident.

14.2.3. import or export regulations or embargoes.

14.2.4. labour disputes not including the workforce of the Seller.

14.2.5. inability to obtain or delay in obtaining supplies of adequate or suitable material, fuel, parts, machinery or labour; or

14.2.6. a power failure of breakdown of machinery.

15. NOTICES
15.1. Any notice given under or pursuant to the Order may be sent by hand or by post or by registered post or by the recorded delivery service or transmitted by facsimile transmission of other means of telecommunications resulting in the receipt of a written communication in permanent form and if so sent or transmitted to the address of the party shown on the face hereof, or to such other address as the party may by notice to the other have substituted, shall be deemed effectively given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.

16. GENERAL
16.1. Each right or remedy of the Buyer under the Contract is without prejudice to any other right or remedy of the Buyer whether under the Contract or not.

16.2. Any provision of the Contract which is held by a competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of the Contract and the remainder of such provision shall not be affected.

16.3. Failure of the Buyer to enforce or partially enforce any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

16.4. The parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.

16.5. The formation, construction, performance, validity and all aspects of the Contract are governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

SUBCONTRACT AGREEMENT

ROSSAIR LTD STANDARD SUBCONTRACT AGREEMENT

(Unless agreed by specific project subcontract)

THIS SUBCONTRACT AGREEMENT is made between Rossair Ltd (Contractor) the sub-contractor.

This agreement should be read in full and fully understood by the sub-contractor. Should there be any discrepancy between this agreement and the documents listed for the project, this agreement will take Rossair Ltd. may be either the Main Contractor or a Subcontractor to a Main Contractor, where the latter, the term Subcontractor or any derivation of this term shall mean Sub-Subcontractor.

Where this agreement refers to either the Main Contract or the Subcontract in respect of documentation, the Subcontractor/Sub-Subcontractor may view the Contract details at Rossair Ltd.’s office by prior arrangement. No claim will be entertained regarding lack of knowledge of the terms and conditions of the Main Contract.

1. SCOPE OF WORKS. Subcontractor agrees to Supply All labour, materials, tools, equipment, and services necessary for performance of the work and accepts full design responsibility for installed services. For the avoidance of doubt All Plant in respect of drills, temporary lighting, electric threading machines, extension leads are the responsibility of the sub-contractor. All must comply with the current HSE regulations and carry the appropriate certification. Access equipment up to the working height of 3meters FFL are the responsibility of the Sub-contractor. A full scope of works is attached, which defines the full scope of works the sub-contractor has agreed to undertake.

2. APPROVAL OF WORK. All work to be performed in a good and workmanlike manner in accordance with industry standards, the approved plans. All goods, materials and workmanship shall be in accordance with the specification incorporated into the scope of Works or the Schedule of Works, whichever is applicable.

3. ATTENDANCES. The Subcontractor shall carry out all attendances as shown the Schedule of Attendance appended in Appendix 2. Should the Subcontractor fail to perform this work, And being given due notice, Rossair Ltd or the Main Contractor will carry out the work and contra charge the Subcontractor accordingly for any associated costs. Attendance on site is to be verified by use of either of the following: Rossair Ltd Site Sign In Log or Site timecard Time Card system. For the avoidance of doubt in the event of dispute the site time record shall take precedence. Any operative who fails to sign in and out for the agreed site out hours, will deemed not to have attended site. Any operative that fails to comply with the site record will be deemed to have broken site health and safety. The operative will be given 1 warning in respect of sign in procedure. Any further breach will result in removal from site. Any fraudulent use of the site attendance record will result in instance removal from site with payment made pro-rata based upon time of removal.

4. CONTRACT PRICE AND PAYMENT. The contract price is deemed as “Fixed Price” for all works contained within the scope of works and the employer’s requirements. Payment for the contracted works are made utilizing the application process. The contractor is to make an application for his works (both completed and projected to end of month) 7days (seven days) before the end of the calendar month. Rossair Ltd will review the application for a further 5 days (Five days) from end of calendar month. After this period Rossair will issue the sub-contractor with a payment or payless certificate detailing all payments and any deductions for the claimed period. Payment will then be made 30 days (thirty days) after issue of the Payment certificate. Should Rossair Ltd fail to issue the Payment certificate in the correct timescale as laid out in this agreement, the whole amount becomes due under this Sub-contract agreement. Applications for payment are to be made in accordance with the Application Schedule appended in Appendix 3. The application shall be for completed works and any unfixed materials on site and projected works at end of calendar month. No payment for materials “off-site” will be accepted and made. Invoices are not an accepted method of valuation and will not be accepted by Rossair Ltd.

5. VARIATIONS. Should Variation to the scope of work occur, the Subcontractor shall immediately issue Rossair Ltd with a notice of variation. The Subcontractor must then within 5 days (Five Days) from notice of variation, Issue Rossair Ltd with variation to contract which should be fully costed to cover all works contained within the variation event. Any works that the sub-contractor fails to include or cost, will be at the Subcontractor’s own cost. For the avoidance of doubt, all variations must be approved and signed off by the Nominated Rossair Ltd representative. The sub-contractor should not carry out and variation works without a Rossair Ltd instruction to proceed. Any variation works carried out without prior to Rossair approval or instruction will be at the risk of the Subcontractor. All variation works must be substantiated with drawings, costs, scope of works and reason for the variation before the works commences. A variation does not exist if it is used to cover works that the sub-contractor failed to cost or include within their tender submission but is included within the Scope of works and employer’s requirements.

All variation submissions must be fully substantiated and submitted with a written Variation instruction from Rossair Ltd. Failure to make an incorrect submission may result in non- payment for the event. For the purpose of this agreement, emails will be regarded as written documents. Emailed instruction to carry out works does not equal an agreement of value, values to be agreed by Rossair Quantity Surveyor only upon receipt of substantiation from subcontractor. Dayworks do not exist under this agreement. Dayworks can only be instructed by the project manager and commercial representative of Rossair Ltd. Dayworks are only considered for events that cannot be carried out within the normal working hours of the project or unable to be carried out within the contractual programme or has been specifically instructed by the employer /main contractor to carry out the works. The sub-contractor should submit their rates for dayworks with their tender submission. Rossair Ltd may wish to agree the value of dayworks before commencement to enable agreement with the employer/Main contractor. Submissions for dayworks must be accompanied with Rossair ltd written instruction, and do not necessarily constitute either a variation or agreement to pay in the case of the contracted contractual There is no provision for the acceptance of retrospectively signed variations/instructions or dayworks, where an employee has left the employ of either parties .

7. TIME AND COMPLETION. Subcontractor shall start and complete its work under this Agreement in accordance with the agreed construction programme. Subcontractor shall reimburse Rossair Ltd for any costs accumulated or penalties levied against Rossair Ltd due to the negligence or non-performance of the Subcontractor, and such costs or penalties may be deducted from the amount due to Subcontractor under this Agreement. Subcontractors will be expected to attend site to perform their works between the site opening hours, unless otherwise advised the Rossair Ltd site hours of work are 7.30 am to 18.00pm Monday to Friday inclusive and 7.30am to 16.00 pm Saturday and Sunday inclusive. The sub-contractor would be required however to work all necessary hours to complete the contracted works within the contractual period, should they be in delay of the construction programme.

The commencement date for the Subcontract Works is prestart agreements The Completion date for the Subcontracted works is per programme issued from time to time. Should the Subcontractor be delayed by an Event occasioned by either Rossair Ltd, the Main Contractor or other such body as listed in the Rossair Ltd. Contract, the Subcontractor shall inform Rossair Ltd. As soon as the delay is apparent. This notice must be in writing and detail the cause of the delay, the effect of the delay and any costs that are associated with the delay. Failure to inform Rossair Ltd. within a reasonable period (not more than 7 days) of the delay becoming apparent will result in no extension of time being granted to the Subcontractor and no additional costs being allowed.

8. DEFAULTS AND TERMINATION. In the event Subcontractor interferes with the general progress of the general contract by negligence or delay, or Subcontractor abandons this contract or fails or refuses to furnish labour and materials at when required under the terms of this subcontract and following a written request to complete the works, which is unanswered by the subcontractor after 7 days (seven days) the contractor may at its election, take over said agreement, complete the same or cause the same to be completed and charge all sums of money so expended for the completion of this agreement against the Subcontractor, and Subcontractor agrees to reimburse the Contractor for direct and substantiated loss sustained thereby. The Subcontractor shall not be entitled to any payment in respect of any item of work done under this Subcontract if the Contractor has not received payment in respect of the works carried under the Contract or as a result of his Employer or any other person on whose payments the duty of his Employer to pay the Contractor is conditional, becoming insolvent.

9. DEFECTS LIABILITY PERIOD. If within one (1) year after final acceptance or practical completion (PC) of the work by the Contractor, defects should appear in materials or workmanship, the Subcontractor shall promptly repair such defects at its cost and shall leave the work as intended by the specifications. This guarantee period of one (1) year is to apply to all portions of the work on which guarantee periods of longer duration have not been specified.

10. SUBCONTRACT DETAILS. The works will be carried out in accordance with the Schedule of Works and Contract Information appended in Appendix 4.

11. ASSIGNMENT AND SUBCONTRACTING. The Contracted Works may not be assigned or subcontracted, in full or in part, by the Subcontractor without first obtaining the written consent of Rossair Ltd. Subcontractor shall not be relieved of its full responsibility for completion of the work because of the subletting of any portion of the work. All obligations of the Subcontractor, including all insurance requirements, shall be binding on their subcontractor, so far as they are applicable to the work sublet.

12. INDEMNITY. Subcontractor agrees to defend, indemnify, and hold Contractor harmless and, if requested by Contractor, their consultants, agents and employees of any of them, from and against any and all claims, suits, losses or liability, including attorney’s fees and litigation expenses, for or on account of injury to or death of persons, including subcontractor’s employees, subcontractor’s subcontractors or their employees, or damage to or destruction of property, or any bond obtained for same, caused, in whole or in part, by any act or omission, or alleged act or omission, of Subcontractor, its employees or agents, but only to the extent that the “bodily injury” or “property damage” is caused by your negligence or by the negligence of those acting on the behalf of the Subcontractor.

Subcontractor’s indemnification and defence obligations hereunder shall extend to Claims occurring after this Agreement is terminated, as well as while it is in force and shall continue until it is finally adjudicated that any and all actions against the Indemnified Parties for such matters, which are indemnified hereunder, are fully and finally barred by applicable laws. Excluding death or personal injury limitation of liability for the subcontractor, shall in any event not exceed the value of the Subcontractor’s price.

13. INSURANCE. Subcontractor shall provide a valid Certificate of Insurance prior to commencing work, the insured value Employers Liability of £10,000,000 and TPL of £10,000,000 minimum.

14. HEALTH & SAFETY. Subcontractor acknowledges and represents that he/she has made an on-site inspection of the premises and the work area to be familiar with all conditions, which may affect the health and safety of its employees as well as those of its Subcontractors. Subcontractor and all of its employees shall follow all applicable health and safety laws and requirements pertaining to its work and the conduct thereof, but not limited to, compliance with all applicable laws, ordinances, rules, regulations, and orders issued by a public authority, whether local or national, including all Health and Safety Executive safety measures required by Contractor as well as all site safety rules and conditions.

Contractor reserves the right, but not the obligation, to inspect the safety work performance of Subcontractors to ascertain their compliance with the applicable safety provisions and has the right to call for detailed or weekly H&S reports. Notwithstanding the foregoing, Subcontractor, as an independent contractor, is solely responsible for controlling the manner and means by which it performs the Work pursuant to this Agreement. Unless otherwise agreed to by the parties in writing, Subcontractor shall provide all safety equipment, materials, tools and personal protection equipment necessary to perform the work in a safe and workmanlike manner and have on site at least one CITB registered SMSTS or SSSTS currently certificated employee. Subcontractor shall immediately report to Contractor all accidents, occupational injuries, and illness involving its employees or those of its Subcontractors, relating to the Work or which cause any injury to a third party or which cause damage to the property of Contractor or a third party. Subcontractor shall promptly furnish to Contractor copies of any worker’s compensation report of injury or illness forms filed by any of its employees or those of its Subcontractors and when requested, assist Contractor in any investigation it may conduct of any such accident, injury or illness.

15. MEDIATION AND ARBITRATION. Any dispute under this agreement shall be resolved in accordance with the mediation and arbitration rules for the construction industry.

Any dispute or differences arising between the parties of any kind whatsoever arising out of or in connection with this Contract, shall be referred to arbitration accordance with the JCT standard building contracts without quantities 20xx.

16. RETENTION. Retention of 5% will be applicable to the contract, 2.5% will be released on obtaining Practical Completion with the remaining 2.5% being paid 12 months after the PC date subject to all defects found being remedied.

17. This Subcontract shall be governed and construed in accordance with English Law.