These Conditions shall govern all sales of Goods or Services by SESL and its subsidiaries or associated limited companies and in any case, shall include SESL servants, agents, assignees, or others who have been specifically approved and authorised in writing by SESL to the Client to act on behalf of SESL to any purchaser / client / buyer (the Client)
These Conditions, together with any accompanying SESL documentation, and any other documentation listed therein shall form the Contract between the parties which together become the Contract Documents. Written instruction or a Purchase order received from the Client shall constitute an offer to buy and will form part of the contract unless rejected by SESL in writing, any such order and subsequent contract will be subject to these terms and conditions. The conditions of the Client shall not form part of the Contract unless expressly agreed by SESL in writing. Telephone, email, text or verbal orders may be accepted by SESL, and must be confirmed in writing within 24 hours
These Conditions take precedence over all and any other Contract Documents
SESL: Space Engineering Services Ltd
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business
Business Hours: 09:00 to 17:00 on a Business Day
Charges: the charges payable by the Client for the supply of the Goods or Services
Commencement Date: the date of acknowledgement of the order
Conditions: as detailed on this document
Order: The Client’s order for Goods or Services, by written acceptance of the Supplier’s quotation or the Client’s purchase order form
Contract: the contract between the Supplier and the Client for the supply of Goods or Services in accordance with these Conditions.
Confirmed or Confirmation: in writing by an individual approved by the Client to provide such actions. By email is accepted
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Client: the business or their nominated person who purchases Goods or Services from the SESL
Goods or Services: The Goods or Services, supplied by the Supplier to the Client as set out in the Specification.
Specification: the description or specification in writing for the Goods or Services to be provided by SESL to the Client or vice versa
Quotation: The document advising the Client generally of Specification, Price, Dates, inclusions and exclusions
Warranty: will be detailed in the Quotation as a period of product support which may contain labour and/or materials for the Goods or Services to be provided by SESL to the Client.
Any variation to these Conditions is not effective unless confirmed in writing and signed by or on behalf of both parties. Notwithstanding any variation, these Conditions shall continue to apply except insofar as they are specifically excluded in writing by SESL. The Client acknowledges that there are no representations outside the Contract Documents which have induced it to enter into the Contract.
A waiver of any provision must be in writing by SESL to be effective. Any failure or delay to exercise any right or power hereunder by SESL shall not constitute a waiver of any relevant right or power.
The provisions of this Contract are severable and if any one or more such provisions are judicially determined to be unenforceable in whole or in part the remaining provisions shall nevertheless remain binding and enforceable.
The Contract Documents and primarily these Conditions constitute the entire agreement between the parties and supersede all prior agreements or understandings between them
Nothing in this Contract shall confer or purport to confer on any third party any rights, benefits or obligations
The headings in these Conditions are for convenience only and shall not affect their interpretation.
The Client shall not without the prior written consent of SESL assign, transfer, or sub-let any obligations under the Contract or any part thereof. Where such consent is given, it shall not relieve the Client of any of its obligations under the Contract.
SESL reserves the right to sub-let its obligations under the Contract in part or as a whole.
Description of the Goods or Services as detailed in the sales document are for guidance only
Accuracy of the Order shall be the responsibility of the Customer
Amendment to the Goods or Services may be made by SESL where required to comply with regulatory or statutory changes
There is no right to cancel. If for any reason the Client wishes to not receive the Goods or Services and/or any part thereof before the Goods or Services are completed, SESL shall become entitled to the full price of the Goods or Services and to fair compensation for work in progress or in respect of which materials have been ordered, and for loss of profit on any incomplete parts of the Goods or Services.
The price of the Goods or Services shall be the SESL quoted price
The Client agrees that any changes to its original requirements and specifications used in the preparation of SESL’s quoted price may invalidate the original quoted price or cause it to be changed. SESL at its sole discretion may choose to accept the changes and vary the price accordingly.
The Client agrees that any quotation includes an acceptance period and that any instruction received after this period may be declined or will be subject to a price revision
The Client agrees that any quotation includes an acceptance period and that any instruction received outside this period may be declined or will be subject to a price revision
The Client agrees that any quotation may be subject to a price revision notification where fluctuations in national or international commodities or currencies occur. The price revision will be notified to the Client allowing sufficient time to accept or decline the change to the Quotation
The Specification for the Goods or Services means either; the details contained directly in the Quotation where no Client Specification exists, or the Client Specification issued to SESL to provide the Quotation. No other information will be considered as part of the Specification
The Performance of the Goods or Services will be detailed directly in the Quotation. The Client is responsible for ensuring the Goods or Services to be provided meet or exceed their own Specification or tolerances. No other information will be considered as part of the Performance
A quotation provided by SESL will constitute an offer only. Any order from the Client based on the quotation shall constitute an offer to buy, and no contract shall exist until acceptance has been confirmed by SESL
The time for payment to SESL shall be of the essence of the Contract.
The Client shall pay invoices in full with no deduction or set off in respect of monies or liabilities which the Client may claim to be payable.
Discounts are specifically excluded, unless agreed and confirmed prior to the confirmation
SESL shall be entitled to invoice the Client for the price of the Goods or Services as follows;
Payment in full is due 30 days after the date of each and every invoice. Unless otherwise agreed and confirmed
Any payment on account will be allocated against the Client’s longest outstanding invoices first, as determined solely by SESL
Without prejudice to any other right or remedy available to it, SESL shall be entitled to charge interest on any amounts unpaid at 8% over Bank of England base rate, calculated on a daily basis, from the due date of the invoice, until payment is received in full.
The price is exclusive of any VAT, or other taxes, fees or charges which shall be paid by the Client. SESL reserves the right to charge a CITB Levy.
The Client may vary, add to, omit from, change or alter the performance of the Contract only by way of an express instruction agreed in writing in advance by SESL. No such instruction shall vitiate this Contract. Where SESL is delayed by the Client and / or a third party in the performance of the Contract, the Client shall recompense SESL as provided for in this clause, as if it were instructed by the Client.
The Client shall be liable for all additional costs, expense, and delays arising from or in connection with any instruction, direction or variation. SESL shall not be liable for any loss of the Client arising from or connected to any change in or addition to or omission from the Goods or Services.
The Client shall pay SESL the price of any change, variation, direction, instruction, addition or omission, as invoiced by SESL.
The Delivery Date(s) will be those detailed in the Client order or instruction
The delivery will be on a business day during business hours, unless otherwise confirmed
The Client hereby accepts the general conditions of any carrier employed by SESL and agrees SESL shall be entitled to use any method of transportation it may select for delivery of the Goods or Services.
Delivery will be made to the Client at the address provided. Any date of delivery or period of delivery is estimated. SESL will not be liable for any delay in delivery of the Goods or Services caused by any delay in delivery by any manufacturer or supplier to SESL or for any other cause outside the control of SESL.
SESL shall provide the Client with any documents or certificates necessary to enable the Client to accept the delivery of the Goods or Services. The Client shall be responsible for unloading and storage of the Goods or Services upon delivery. If through the Client’s fault the delivery cannot be made, without prejudice to any other right or remedy available to SESL, the Client shall pay any costs incurred by SESL.
The cost of carriage, transportation, insurance and any other costs connected with the delivery of the Goods or Services is excluded unless advised in the quotation
Neither SESL nor any carrier shall be liable for damage or loss of Goods or Services in transit or for shortage on delivery unless notice in writing is given to the carrier concerned and SESL within 3 days of the date of delivery, or in the case of non-delivery or loss of Goods or Services within 14 days from the date of dispatch, and such other steps are taken by the Client (including, if necessary, shorter notice to the carrier concerned) as may be necessary to pursue the claim against the carrier.
Where SESL has notified the Client that the Goods or Services are ready for delivery, the Client shall take delivery or arrange for storage. If the Client does not so take delivery or arrange for storage within 7 days of notification SESL shall be entitled to invoice and be paid for the Goods or Services as though the Goods or Services had been duly delivered in accordance with these instructions and SESL may arrange storage either at SESL’s own premises or elsewhere on the Client’s behalf and all charges for storage, insurance and demurrage shall be payable by the Client, and all risk shall pass to the Client on notification by SESL.
SESL shall endeavour to provide the Goods or Services as agreed on receipt of an order. Where SESL has been delayed by any act or omission for which the Client is responsible to any degree, any loss, expense, additional costs or the like incurred by SESL shall be recoverable from the Client as a debt.
Where the Goods or Services include any element of design input, SESL undertakes to fulfil its design liability on the basis only of the information provided by the Client in good time in advance of the Goods or Services being provided on site. Where information is not physically provided by the Client, or not physically provided in good time by the Client, SESL shall not be liable in any way for any shortcomings in or subsequent to its design input.
Where SESL has undertaken design, and then the Client has purchased the Goods or Services for use by way of its own installation or with its own staff, SESL does not accept liability for the performance or otherwise of the Goods or Services if they are not installed as specified under SESL’s design and professional requirements. SESL undertakes that its Goods or Services will perform as SESL has stated in writing to the Client, subject to any agreed tolerances. It cannot and does not take liability for how the Goods or Services are used or installed by the Client or others, nor how the Goods or Services may act or re-act in any given conditions of use.
The Client shall ensure that all works connected to and / or preceding that of SESL is performed in good time commensurate with the work of SESL, and by competent and suitably qualified personnel having appropriate qualifications as may be required by SESL and the site being worked on.
The Client shall maintain all work and installation areas where SESL is required to provide the Goods or Services, or anything in connection therewith, in a clear and safe condition to comply with SESL HSEQ requirements and also free from all rubbish and materials.
Where unexpected hazards or materials are found, SESL reserves its rights to entirely re-price the Goods or Services and shall not be responsible for any delay incurred.
The Client shall allow SESL full and unhindered access to all areas required for the Goods or Services to be provided.
The Client shall ensure that all relevant authorities, planning, permissions, approvals, local and statutory rights have been satisfied prior to allowing SESL to commence any work and the Client is liable for all associated costs and fees
The Client shall be liable for any damage, loss, shortage, charges, costs, expense, defect, flaw, failing or deficiency in the performance of the Contract as advised to the Client by SESL. Any such amounts shall be invoiced by SESL as provided for in these Conditions and be recoverable from the Client as a debt.
Where the Goods or Services are to be provided by SESL in connection with or on a site where the Client is working, the Client shall be responsible for facilitating the safe execution of work in connection with the Goods or Services and shall comply with all relevant legislation and requests from SESL for securing the health and safety of all persons employed on the project, and such other persons who may be affected by the work or operations of the Client and SESL.
The Client shall be responsible for arranging provision of health, safety and welfare facilities, including but not limited to, access, lighting, running hot and cold water, drinking water on tap, toilets and washing facilities, dry and heated accommodation suitable to eat in, safe and dry storage, and access to a phone / fax line and mains electricity. Should the Client not provide any of the foregoing, SESL reserves the right to inform the Client and provide the same and all additional expense incurred shall be recoverable from the Client as a variation to the price for the Goods or Services.
The Client indemnifies and shall save harmless SESL for any breach of the Contract. If, as a consequence of any action and / or inaction of the Client, any person suffers personal injury or death, or any damage or interference is caused to any property or works, then the Client shall be liable for and shall indemnify SESL against any expense, loss, cost, claim, liability, damages and proceedings whatsoever arising.
If SESL notifies the Client of any failure in connection with the performance of the Contract or breach of this Contract, the Client will rectify these immediately at its own expense and risk.
Should the Client fail in any way to comply with its obligations under the Contract, the Client shall immediately be liable to SESL for any loss, expense and/or damage which SESL may incur. The Client shall also be liable to SESL for any consequential loss arising out of or in connection with any default by the Client. There shall be no limit on the total liability of the Client for any loss of SESL arising under or in connection with this Contract.
SESL shall maintain such insurances as appropriate, including but not limited to employer’s liability, public liability, contractors all risk and professional indemnity, as necessary to cover the liability of SESL in respect of personal injuries or deaths arising out of, or in the course of, or caused by the carrying out of the Contract, and damage to property.
The Client will be responsible for verifying SESL insurances and values are appropriate for the delivery of Goods or Services being provided.
The Client shall maintain such insurances as appropriate, including but not limited to employer’s liability, public liability, contractors all risk and professional indemnity, as necessary to cover the liability of the Client and SESL in respect of personal injuries or deaths arising out of, or in the course of, or caused by the carrying out of the Contract, and damage to property. The Client shall indemnify SESL for any action and/or inaction by the Client which causes SESL to suffer loss or expense or become liable in damages.
SESL may require written evidence of these insurances as a condition precedent to any Goods or Services being provided. In the event that the Client fails to provide the same, SESL may provide such insurance and add any costs incurred plus 10%, which shall be recoverable from the Client as a debt.
SESL and/or its agents shall be under no liability in respect of any loss, theft or damage of or to plant, tools, materials, equipment, or facilities of the Client, whether they be unfixed or fixed on site.
Unless otherwise stated in the Quotation, no Warranty exists for any part of the Goods or Services supplied
In all cases where a Warranty is offered, the start date will be the Delivery date
In all cases where a Warranty is offered, the Client shall be liable for arranging the maintenance and operation of the Goods or Services in accordance with the Performance Specification for the duration of the Warranty period
The Client acknowledges and confirms that risk in the Goods or Services shall be deemed to have transferred to the Client upon or at the time the Goods or Services are shipped from SESL or its supplier. Title shall pass to the Client upon receipt by SESL of payment in full for all Goods or Services. Until that time, the Client shall store the Goods or Services separately away from other Goods or Services and clearly marked as being the property of SESL, or in the case of resale of the Goods or Services to a third party, the Client shall keep such funds in a separate account and marked as SESL funds. The Client hereby agrees that SESL may enter premises to recover the Goods or Services, whether fixed or not, at any time until SESL has been paid in full for the Goods or Services, and SESL shall not be liable for any loss or damage caused in it recovering the Goods or Services from the premises
SESL will not be liable in any way for failure if, when the Goods or Services which the Client alleges are defective are tested or examined by SESL, the alleged defect appears to have been caused by the Client’s or a third party’s misuse, neglect, improper installation, any cause beyond the range of intended use of the product, or by accident, fire or other hazard.
Any fault in the Goods or Services must be notified by the Client to SESL within 10 working days. SESL will be allowed 10 working days to respond with an action plan to correct the fault. The Client shall not recover from SESL any cost, loss or expense which it claims or attributes to be SESL liability during the fault notification period
Where Goods or Services have been handed over and accepted by the Client, SESL shall have no liability to the Client for any consequential loss arising out of or in connection with the provision of the Goods or Services.
The Client is responsible for ascertaining any cover, warranties, conditions, guarantees or the like at the time of ordering the Goods or Services, where there is no separate confirmation then none shall exist
The return of any Goods or Services is not permitted under any circumstances
Intellectual Property will remain the property of SESL in all cases and for all Goods or Services supplied
Intellectual Property may be passed to the Client if agreed and confirmed and only where required for use of the Goods or Services
Divulgence of any SESL IP by the Client to any other parties may result in a business impact analysis and financial compensation claim against the Client
Intellectual Property Rights means patents, (utility models) rights to inventions, copyright and [neighbouring and] related rights, (moral rights) trademarks (and service marks), business names and domain names, rights in get-up [and trade dress], goodwill and the right to sue for passing off [or unfair competition], rights in designs, (rights in computer software) database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Both Parties acknowledge their duties in complying with Data Protection Legislation, and each agrees;
SESL shall not be liable for non-performance or delay in performance or for any loss or damage to the Goods or Services due to an act of God, war, riot, embargo, labour disputes or shortages, civil commotion, fire, theft, shortage of materials and/or commodities, confiscation, demonstration, pandemic or endemic health events or failures in financial systems.
SESL shall not be liable for non-performance or delay in performance where manufacturers, suppliers and Sub-Contractors, prohibition of import or export or any other unforeseen event (whether or not similar in nature to those specified) is outside its control.
In the event of Force Majeure, Pandemic, national or global events, SESL reserve the right to review any cost implications associated with the supply of Goods or Services, then advise substantiation and changes in cost to the client and increase the invoice value accordingly
Without prejudice to any other rights or remedies which SESL might possess, SESL shall be entitled to immediately terminate the Contract in the event that:
In the event of default by the client, SESL shall without prejudice to any claim or right or remedy available to SESL, render an invoice for the balance of the Goods or Services supplied and the Client shall be liable for all costs and losses arising to SESL foreseeable or not.
In the event of termination, any amounts owed by the Client to SESL shall become due for payment immediately. The final date for those payments to be paid is seven days after the due date.
SESL follows and enforces all areas of the Modern Slavery Act to the best of its abilities. If through no fault of its own SESL is deemed to be in breach of the Act the Client will not be able to make any claim against any Goods or Services supplied
The governing law of the Contract shall be the law of England, and subject to the adjudication and arbitration provisions below, the parties hereby submit to the exclusive jurisdiction of the English courts.
Adjudication. If any dispute or difference arises between SESL and the Client either party may refer the dispute to adjudication in accordance with this Clause and pursuant to the provisions contained in the Scheme for Construction Contracts (England and Wales) Regulations 1998 as amended.
Arbitration. If any dispute or difference arises as to any matter or thing of whatsoever nature arising from or in connection with the Contract between SESL and the Client either during the progress or after the completion or abandonment of the Contract, it shall be referred to arbitration in accordance with this Clause and the latest JCT Construction Industry Model Arbitration Rules. If the parties fail to agree upon the appointment of an Arbitrator within 14 days of a Notice of Arbitration being served, either party shall apply to the Chartered Institute of Arbitrators to have an Arbitrator appointed.
Copyright © Jan 2022 Space Engineering Services Limited
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