1)    DEFINITIONS

The “Company” means Williams Engineering (NE) Ltd whose registered office is at14c High Street, Normanby, Middlesbrough, TS6 0JZ.

The “Client” means the person, firm or company requesting a quotation or placing an order with the Company Herein referred to together as “The Parties”

“Works” means any Goods and/or services provided by the Company as ordered by the Client

“Goods” means any materials or products supplied by the Company in order to carry out the Works.

“Site” refers to the agreed place at which the Works are to be carried out

2)    APPLICATION

Following acceptance of this quotation, in accordance with Clause 5, these terms and conditions apply to any Works and/or Goods supplied by the Company to the Client.

3) VARIATION

No variation of or additions to these conditions of sale shall be effective unless in writing and signed for by an authorised signatory on behalf of the Company. Such written variation shall take precedence

over any confliction term contained herein.

3)    FORMATION OF CONTRACT

All Works sold by the Company to the Client are subject to the Company’s terms and conditions and these shall take precedence over any terms and conditions referred to on any Client documentation.

4)    QUOTATIONS

i. The prices, quantities and lead-time stated in any quotation by the Company are given as a best commercial estimate based on the information provided at the time of quotation, unless

otherwise agreed between the Parties.

ii. The price quoted is based upon costs prevailing at the date of the Quotation and the Company reserves the right to vary this price at any time by the amount of any increase or decrease in

the cost of labour, materials and transport arising after that date and our Auditor’s Certificate as to such amount shall be binding on both parties. All prices are ex Works.

iii. The quotation is based on the Works being carried out during normal working hours, as detailed in in Section 1.7, and all overtime worked at the request of the Client or on account of

abnormal conditions beyond the Company’s control the overtime premium hours shall be charged at the Company’s daywork rates and payable by the Client.

iv. Any variations or additional Works than that detailed within the Company’s quotation shall be charged on a time and material basis unless a separate quotation for the respective Works

has been accepted by the Client.

v. All quotations are valid for a period stated above in point 9 unless otherwise stated. Thereafter, the quotation is subject to re-confirmation or adjustment by the Company.

5)    ORDERS

i. Quotations will be deemed to have been accepted and orders firm when one or more of the below have been received by the Company:

-    Client Purchase Order

- Client Contract

-    Written confirmation or Letter of Intent from the Client by way of Email or Post

ii. The Company will not proceed with any Works without receipt of the aforementioned.

6)    RIGHT TO SUB CONTRACT

The Company shall be entitled to sub-contract all or any part of the Works, unless otherwise agreed between The Parties.

7)    LEAD-TIME

i. The Company shall endeavour to carry out the Works within the lead-time stipulated or, if no lead-time is stipulated, within a reasonable time, but shall not be held responsible for any loss

or damage arising out of delay due to any cause beyond the our control.

ii. The Client shall not create a binding obligation unless the Company has guaranteed it in writing.

8)    RISK OF LOSS, DAMAGE AND RETENTION OF TITLE

8.1    The risk of loss and damage to the Goods shall pass to the Client immediately upon despatch from the Company or any third parties premises.

8.2    Whilst the Company carries out the Works, it may be necessary to leave tools or equipment on Site. In such instances the Client will be informed and should therefore ensure all equipment is covered

under the relevant insurance held by the Client.

8.3    All Goods shall remain the property of the Company until full payment has been received, when full title will pass to the Client.

9)    PAYMENTS

9.1    For Works carried out by the Company with a completion longer than 30days, the Company shall be entitled to issue interim invoices on a monthly basis unless otherwise agreed between The

Parties.  A final invoice shall be issued by the Company to the Client upon completion of the Works.

9.2    All invoices issued by the Company shall be paid by the Client within thirty (30) days of the date of invoices.

9.3    If any amount of an invoice is disputed, the Client shall inform the Company of the grounds for dispute in writing within five (5) working days from date of invoice. During this period of resolution the

Client shall pay to the Company the value of the invoice, less the disputed amount, in accordance with these payment terms. Upon settlement of the dispute, any outstanding sum shall be payable in

accordance with these payment terms.

9.4    In the event of late payment, where the Client has not issued a dispute in accordance with Clause 9.3, the Company may charge interest on the amount outstanding at a rate of 3% above the Bank of

England base rate for each full working day overdue, until the date of payment.

9.5 So long as any payment under this contract is overdue we reserve the right to withhold or suspend performance of any contractual obligation.

10)    CANCELLATION

In the event the Client wishes to cancel an order, they must notify the Company within writing as soon as is practically possible. In such instances the Company is entitled to invoice the Client for any

losses, including, but not limited to materials, labour, sub-contractor charges and expenses already incurred by the company.

11) SPECIFICATIONS

The Company reserves the right to make an extra charge for any visits to the site other than those provided for at the time of the Company’s quotation.

12)    CONFIDENTIALITY

The Parties shall maintain strict confidence and shall not disclose to any third party any information or material relating to the other or the other’s business unless prior written agreement has been given.

13)    WARRANTY

13.1    The Company warrants that it has the right to provide the Goods but otherwise the Goods are provided on an “as-is” basis without warranty of any kind, express or implied, oral or written including,

without limitation, the implied conditions of merchantable quality, fitness for purpose and description, all of which are specifically and unreservedly excluded.

13.2     The Company warrants that the Goods will be supplied using reasonable care and skill. The Company does not warrant that the Goods supplied are error-free, accurate or complete.

14)    LIMITATION OF LIABILITY

14.1     The Company shall not be liable for any claim arising out of the performance, non-performance, delay in delivery of or defect in the Goods,  including but not limited to, any consequential loss

(Including loss of profit and/or revenue) or damage arising from or in connection with the Works or Goods supplied. Any liability of the Company shall in any event be limited to 15% the total price of the

Works carried out.

14.2    Nothing herein shall limit The Parties liability for death or personal injury arising from the proven negligence by itself or its employees or agents.

14.3    The Client shall fully indemnify The Company against any liability to third parties arising out of the Client’s use of the Goods.

14.4 The Company will make good any repair or replacement or otherwise at the Company’s option any failures, defects or omissions arising solely from the Company’s faulty design, material,

workmanship in Goods supplied to or Works done for the original Client and requested to do so in writing with six months on delivery (“the Guarantee Period”) providing always:

- That written notice of complaint is given within 7 days of the discovery of the failure or omission.

- That the part is returned carriage paid to us without attempt to repair the same and shall in the event of replacement become our property.

- That the defect has not been caused by the carelessness or improper treatment or inadequate lubrication or neglect of proper adjustment or overload in any way attributable to misuse of the

Goods.

- That the Company shall not be liable for the cost of removal of the defective part or the cost of fitting the new part.

- That the Guarantee Period shall be proportionately reduced if the machine is run more than one shift per day. Shift being defined as 8 hours and normal week of the five days.

- That no part has been fitted which was not supplied by Company.

Insurances

- Public/Products Liability £5,000,000

- Employers Liability £10,000,000

- Professional Indemnity £1,000,000

15)    FORCE MAJEURE

The Company will not be liable to the Client for any loss, delay or damage suffered by the Client as a direct result of the Company, its sub-contractors or the list-owner from whom the sample or other

service or material is derived being unable to perform the Contract in the way agreed by reason of cause beyond its control including Acts of God, war, employee strikes, flood and fire.

16)    GOVERNING LAW

These Terms of Trading shall be subject to and construed in accordance with the laws of England and the Parties hereby submit to the exclusive jurisdiction of the English courts.