Terms and Conditions

GENERAL TERMS & CONDITIONS OF CONTRACT FOR DESIGN, SUPPLY, CONSULTANCY, INSTALLATION AND OTHER WORKS CARRIED OUT FROM TIME TO TIME

1              Definitions

Rendescomeans Rendesco Limited of 14 Rodney Road, Cheltenham, GL50 1JJ, UK or any subsequent address.
Clientmeans the person or organization named as such in the Proposal.
Completionmeans the completion of the Works as referred to in Condition 13.
Contractmeans the agreement between Rendesco and the Client for the execution of the Works, being the Proposal, the Order Form, and these Conditions.
Contract Pricemeans the sum stated in the Proposal as the price payable to Rendesco for the execution of the Works.
Costmeans all expenses and costs incurred including overhead and financing charges together with an allowance for profit.
Date for Completionmeans the date agreed between Rendesco and the Client as the date for completion of the Works.
Order Formmeans the unconditional written acceptance by the Client with reference to the Works set out in the Proposal.
Plantmeans the equipment and goods to be provided by Rendesco either directly or through others in accordance with the Proposal.
Proposalmeans the Rendesco Proposal or Quotation to which these conditions are annexed.
Servicesmeans the plant and/or services to be provided by Rendesco either directly or through others in accordance with the Proposal.
Specificationmeans the specifications, performance details or description of any Services as set out in the Proposal or as subsequently set out in further agreements in writing between Rendesco and the Client.
Worksmeans all work to be done by Rendesco under the Contract.

Every Proposal, Estimate or any variation subsequent to the initial Quotation will be subject to these Conditions of Contract.  These Conditions of Contract will prevail over any conditions of purchase of the Client unless otherwise accepted in writing by Rendesco.  No variation shall be valid unless committed to writing and signed by both parties.

2                 ACCEPTANCE OF PROPOSAL

The terms of the Proposal are open for acceptance by the Client within the time stated therein or, if none is stated, within 30 days from the date of the proposal.  Acceptance of this Proposal either by the Order Form or by other written acceptance is deemed to signify acceptance of Rendesco’s offer embodied in the Proposal and acceptance of these Conditions of Contract.  Any verbal acceptance will be of no effect until confirmed in writing, which may be by letter, facsimile or email.  Any terms and/or conditions contained or implied in any order or other written acceptance shall be of no effect unless specifically agreed in writing by Rendesco.

3                 PRICE

3.1             The Proposal is based upon information supplied by the Client to Rendesco.  In the event that information is found to be inadequate Rendesco will not accept liability and the Client will reimburse Rendesco for any extra costs as necessary.

3.2             The obtaining of any licences, permits, consents, or approvals necessary to enable Rendesco to provide the Services to the Client will be the responsibility of the Client.  Nothing in these Conditions of Contract will absolve Rendesco of its duties and responsibilities under the law in regard to health and safety.

4                 PRICE

Rendesco will maintain an appropriate level of insurance to meet its legal liability for injury to its own personnel, injury to third parties or damage caused to the property of others in the course of the work under the Services to be provided.

8.1             Rendesco shall not be liable for any indirect or consequential losses arising from the provision of Services, including without limitation any delays, loss of use or loss of profits.

                   then the Client’s representative shall be deemed to have given instructions to suspend the progress of the Works to the extent that progress is dependent on the delivery or installation of such Plant.

  1. In the event of any delay or fault on the part of the Client, or from any cause for which the Client or some other contractor employed by him is responsible, any cost incurred by Rendesco shall be added to the Contract Price.
  2. VARIATIONS
    1. The Client must notify Rendesco of any additions, modifications or omissions to the schedule of works set out in the Proposal in writing only.  As soon as possible after having received any such instruction, Rendesco shall notify the Client of any addition to or deduction from the Contract Price.
    1. In cases where Plant is already manufactured, or in the course of manufacture, or any work done or drawings made that require to be altered, Rendesco shall be entitled to be paid the Cost of such alterations.
  3. COMPLETION
    1. When the Works are complete, Rendesco shall notify the Client, and Rendesco shall be deemed to have completed the Works on the date so notified.
    1. Rendesco shall rectify or complete any outstanding items of work which have been notified within fourteen (14) days after the date of Completion by the Client.  In the event that Rendesco fails to so rectify or complete within a reasonable period, the Client may arrange for the outstanding work to be done and the reasonable cost thereof shall be deducted from the Contract Price.
    1. If, by reason of any variation ordered pursuant to Condition 12 or of any act or omission on the part of the Client or of any industrial dispute or by reason of circumstances beyond the reasonable control of Rendesco arising after the acceptance of the Proposal, Rendesco shall have been delayed in the completion of the Works, whether such delay occurs before or after the Date for Completion, then provided that Rendesco shall as soon as reasonably practicable have given to the Client’s representative a notice of it’s claim for an extension of time, the Date for Completion shall be extended by such time as may be reasonable.
  4. PAYMENT
    1. Payments shall be made to Rendesco in accordance with the stage payments set out in the Proposal.  An invoice for the deposit will be raised when the Client’s signed Order Form is received
    1. Unless otherwise expressly stated in the Proposal all figures and sums are VAT exclusive and VAT will be added to all invoices in accordance with the law and rate prevailing at the time.  Payment is due on the date of the invoice.
    1. Unless otherwise stated in the Proposal, the final date for payment of an amount due in an invoice shall be fourteen (14) days from the date of receipt by the Client of Rendesco’s invoice.
    1. If the Client fails to pay the amount, or any part thereof, due to Rendesco by the final date for its payment the Client shall pay to Rendesco in addition simple interest thereon for the period until such payment is made.  Payment of such interest shall be treated as a debt due to Rendesco by the Client.  The rate of interest shall be eight per cent (8%) over the Base Rate of the Bank of England which is current at the final date for payment.  Any payment of simple interest under this condition shall not in any circumstances be construed as a waiver by Rendesco of its right to proper payment of the principal amounts due.
    1. Without prejudice to any other rights and remedies which Rendesco may possess if the Client shall fail to pay Rendesco in full by the final date for payment of any invoice and such failure shall continue for seven (7) days after Rendesco has given the Client written notice of its intention to suspend performance of its obligations under this Contract and the ground or grounds in which it is intended to suspend performance, then Rendesco may suspend performance of its obligations under the Contract until payment in full is made.
  5. ACCIDENTS, DAMAGE AND INSURANCE
    1. The Client shall at all times be responsible for the care of the Works on the Site. 
    1. Except as hereinafter mentioned the Client shall be liable for and shall indemnify Rendesco against all claims in respect of personal injury or death and in respect of loss or damage to any property which arises out of or in consequence of the execution of the Works whilst the Client has responsibility for the care thereof and against all demands, costs, charges and expenses arising in connection therewith. The Client shall not be liable under this Condition for, and Rendesco shall indemnify him from and against, any claims in relation to death or personal injury and loss of or damage to property to the extent that the same is caused by the negligence of Rendesco.
    1. Rendesco will maintain insurance cover for those commercial risks and at such levels of cover that it deems appropriate.  In particular, it will maintain an appropriate level of insurance to meet its legal liability for injury to its own personnel, and injury to third parties.
    1. The Client shall, for the benefit of himself and Rendesco, insure and keep insured the full value of the Works and the cost of professional fees against loss or damage to the Works and loss and damage to any property including without limitation, the property of the Client arising out of the carrying out of the Works.  The interest of Rendesco shall be noted on the policy or policies taken out by the Client pursuant to this Condition and the Client shall whenever requested by Rendesco produce a copy of such insurance policy or policies.  Without prejudice to the rights of Rendesco, if the Client fails to insure in accordance with this Condition, Rendesco shall be entitled to effect such insurance as it considers appropriate, and the cost thereof shall be added to the Contract Price.
  6. LIMITATIONS OF LIABILITY
    1. Rendesco shall not be liable to the client by way of indemnity or by reason of any breach of the Contract or of statutory duty or by reason of tort (including but not limited to negligence) for any loss of profit, loss of use, loss of production, loss of contracts or for any financial or economic loss or for any indirect or consequential damage whatsoever that may be suffered by the Client.
    1. Subject to Condition 15.2, the liability of Rendesco to the Client under any circumstances shall be limited to the Contract Price.
    1. Rendesco shall have no liability to the Client (a) for or in respect or in consequence of any loss of or damage to the Client’s property howsoever caused which shall occur after the expiration of the period of 12 months after Completion; and (b) in relation to defects in the Works, unless it has first been given the opportunity to make good defects pursuant to Condition 6.1.
    1. Rendesco’s liability in respect of any design of the Works is limited to the exercising of the reasonable skill, care and diligence to be expected of a designer experienced in carrying out design works of a similar size, scope and complexity to the design of those works.
  7. FORCE MAJEURE
    1. Force Majeure means any circumstances beyond the reasonable control of either of the parties.
    1. If either party is prevented from, or delayed in, performing any of his obligations under the Contract by Force Majeure, then he may notify the other party of the circumstances constituting the Force Majeure and of the obligations performance of which is thereby delayed or prevented, and the party giving the notice shall thereupon be excused the performance or punctual performance, as the case may be, of such obligations for so long as the circumstances of prevention or delay may continue.
    1. Notwithstanding that Rendesco may have been granted under Condition 13.3 an extension of the Date for Completion of the Works, if by virtue of Condition 17.2 either party shall be excused the performance of any obligation for a continuous period of sixty (60) day, then either party may at any time thereafter, and provided that such performance or punctual performance is still excused, by seven (7) days notice to the other, terminate the Contract.
    1. If the Contract is terminated under Condition 17.3 the Client shall pay to Rendesco:
  8. the Cost of materials or goods reasonably ordered for the Works or for use in connection with the Works which have been delivered to Rendesco or of which Rendesco is legally liable to accept delivery;
  9. the amount of any other expenditure which in the circumstances was reasonably incurred by Rendesco in the expectation of completing the whole of the Works;
  10. the reasonable Cost of removal of Rendesco’s Equipment and the return thereof to Rendesco’s works in the United Kingdom or to any other destination at no greater Cost.
  11. TERMINATION
    1. In the event of the Client:
  12. failing to pay Rendesco by the final date for payment the amount due under any invoice of Rendesco; or
  13. suspending or being deemed to have given instructions to suspend the progress of the Works pursuant to Condition 11.1 and such suspension having continued for more than sixty (60) days

                   Rendesco shall be entitled without prejudice to any other rights or remedies under the Contract to terminate the Contract by giving seven (7) days notice to the Client’s representative.

  1. In the event of either party (the insolvent party) making a composition or arrangement with his creditors, becoming bankrupt or (being a company) making a proposal for a voluntary arrangement for a composition of debts or scheme of arrangement to be approved in accordance with the Companies Act 1985 or the Insolvency Act 1986 (as the case may be) or any amendment or re-enactment thereof, or having a provisional liquidator appointed, or having a winding up order made or passing a resolution for voluntary winding up (except for the purposes of amalgamation or reconstruction) under the Insolvency Act 1986 or any amendment or re-enactment thereof, or having an administrator or an administrative receiver appointed , then the other party shall be entitled to terminate the Contract by giving seven (7) days notice to the insolvent party.
    1. In the event of termination under Condition 18.1 or in the event of Rendesco giving notice under Condition 18.2, the Contract Price (including, for the avoidance of doubt any additions or deductions which may properly be made thereto under the Contract) shall be payable forthwith to Rendesco by the Client, save that Rendesco will give credit to the Client for sums already paid by the Client under the Contract.
  2. ASSIGNMENT AND SUBCONTRACTING

Rendesco may employ any contractor it considers suitably qualified to perform any of Rendesco’s obligations under this Contract, but such action shall in no way reduce the responsibility of Rendesco to complete the Works in accordance with this Contract.

21              APPLICABLE LAW

The Contract shall in all respects be governed by and interpreted in accordance with the laws of England and English law shall govern the procedure of any arbitration.