We have not at this stage perused or agreed to the contract terms and conditions as submitted with your tender. Should our offer prove of interest to you, we shall only be too happy to peruse and respond to them accordingly. In the interim, our offer is based on our following terms and conditions
All prices quoted are in Pounds Sterling (£) and subject to Value Added Tax at the current rate.
The acceptance of this tender includes the acceptance of these terms and conditions which shall apply between us, The Platform Lift Company Limited (the "Supplier") and the Purchaser who shall be the party entering into contract with us.
These terms and conditions shall be exhaustive of the rights, obligations and liabilities of each party, whether such rights obligations and liabilities arise in respect of or in consequence of a breach of contract or statutory duty or a tortuous or negligent act or omission which gives rise to a remedy at common law.
Errors or Discrepancies: Our quotation is based on the information provided to us at the time of preparing such quotation. Should any errors or discrepancies become evident which affects our order value we reserve the right to make any adjustments thereto.
Validity: Unless previously withdrawn the tender is open for acceptance within the period stated therein or, when no period is stated, within 90 days after the date of the tender.
Lead in/Production periods: These are as stated within our offer. These can only commence as detailed below:
Drawings: Unless otherwise agreed between the parties hereto, we can only commence the production of drawings upon receipt of an official order and deposit.
Manufacture: Our manufacturing and purchasing period can only commence when we receive written confirmation approving our drawing(s) and confirmation of any lift car finishes we request. Manufacturing cannot commence if any outstanding payment(s) are due at that time.
Delivery to Site, Installation and Commissioning: Delivery to site and installation cannot commence until all payments have been received and the Purchaser has confirmed in writing that the site is ready to receive the goods and installation can commence.
Delivery of Goods: Unless stated to the contrary the tender includes delivery to site.
Installation: Unless specifically stated to the contrary in writing, the installation will be carried out during normal business hours. Any extra cost incurred, owing to suspension of work, by the Purchaser’s instructions, lack of instructions, interruptions, delays, overtime, unusual working hours, and additional work or variations or work for which we are not responsible or mistakes or any other causes outside our control, shall be added to the contract price. Any such charges shall be based upon our normal rates.
The tender price is based on the payment of nationally agreed rates for outworking allowances and lodging. If suitable lodgings are not available at these rates due to circumstances beyond our control the difference in cost including any extra fares incurred shall be added to the contract price.
The works shall be considered complete on our notification to the Purchaser that its test has been successfully completed. If any lift supplied under this Contract is not placed into normal service at this time it shall be shut down and we shall be entitled to additional payment at current rates from the Purchaser for such servicing, cleaning, lubricating or other work as may be necessary to ensure its satisfactory condition when taken into normal service by the Purchaser.
Programme: All such times are to be treated as estimates only and unless otherwise agreed in writing we shall have no obligation to complete the works by a specified date.
Notice Period: We require a minimum of 3 weeks formal notice to deliver the materials to site and commence the installation. If, subsequent to the giving of such notice the site is not ready for our works to commence, we shall require a further written notice from the Purchaser.
Delay and Abortive Visits: Our price is based on being able to complete our works in one continuous visit. If we are prevented from continuous working through to completion, we reserve the right to recover any costs incurred by way of delay or abortive visits.
Storage of Lift Equipment off site: The lift equipment is manufactured so as to be complete and ready for shipping to achieve the lift installation date as advised in the Purchaser’s order or contract or, if not stated in the order or contract, to the date agreed between us and the Purchaser. If this lift installation date is delayed through no fault of our own before the lift equipment is shipped, the lift equipment will be placed into storage by the lift manufacturer pending a revised shipping date once we are notified by the Purchaser in writing that the site is now ready for the lift installation to commence. We shall be charged for such storage by the lift manufacturer and any such storage charges we incur will be passed onto the Purchaser.
Similarly, where the installation date is delayed through no fault of our own and the lift equipment has already been shipped by the lift manufacturer and the Purchaser decides not to store them on site, we shall place the lift equipment into storage and any costs associated with such storage shall be passed to the Purchaser.
Storage, Protection & Insurance of Materials on Site: If the lift equipment is delivered to site and the site has not progressed sufficiently so as to commence our lift installation and the Purchaser requests that the lift equipment is placed into storage on site, the responsibility for protection and insurance of the lift equipment and the cost of and replacing any lost or stolen components passes to the Purchaser, whilst title of the goods remains with us until we are paid in full.
Storage, Protection, Insurance and Title of the Goods: We reserve the right to charge costs associated with any delay through no fault of ourselves, such as for storage of materials or non-productive visits to site. Should your site program be in delay, you must contact us as soon as possible to minimize any impact on program and cost. If we are delayed and lift is placed into storage on site, the responsibility for protection and insurance of the goods passes to the Purchaser. Title of the goods will remain with us until we are paid in full.
Variations: Any variation must be evidenced by a written instruction before we proceed with the works.
Daywork: We will submit an instruction in writing, authorising the carrying out of day works to the Purchaser. Receipt of this instruction shall not only authorise the carrying out of the works but shall also guarantee our payment. Any work carried out on a daywork basis shall unless otherwise stated be charged for in accordance with the rates published from time to time by (LEIA) Lift & Escalators Industry Association appropriate at such time as the work is performed.
Overtime: Unless specifically stated to the contrary in writing, the tender is based on the assumption that all work will be carried out during normal business hours. If it shall be agreed that overtime be worked, there shall be added to the extra costs incurred overhead charges and profit.
Price Variations: Any price variation shall become due for payment to us in accordance with the terms for payment herein.
All prices will be subject to further variation in respect of any additional costs arising by virtue of any statute, regulations or orders issued by any Government Department or other duly constituted authority.
Payment Terms: Our usual payment terms are as follows, subject to a satisfactory credit reference.
40% of our contract value to accompany the order
50% of our contract value is to be received 4 weeks prior to the agreed delivery of the lift equipment to site. This payment is still due, regardless of whether you extend our delivery to site to a later date.
10% of our contract value is to be received 14 days from completion of the lift installation, which we deem to be our practical completion of the lift installation. The lift associated documentation and manuals, keys etc will not be handed over until such time as this payment is received.
If payment is not made in accordance with these terms, we shall be entitled to suspend work immediately and for any period that the interim payments are in arrears there shall be added a corresponding term to the contract period.
In the case of a contract for more than one lift, this clause shall apply on a per lift basis.
Interest shall be paid on all overdue accounts from the date payment was due (as set out above) until actually made at four percent above the National Westminster Bank Base Rate during the period in which interest is payable.
Any collateral warranty(s) given by us, or any other separate agreement, shall become null and void if payment is not made in accordance with these terms.
All goods supplied by us shall remain our property until full payment of our contract value is received. All goods supplied by us shall remain our property until full payment of our contract value is received. Until title passes:
We shall have authority to retake, sell or otherwise deal with and/or dispose of all or any part of the goods;
We, our agents and employees shall be entitled at any time and without the need to give notice, enter upon any property upon which the goods or any part are stored, or upon which we reasonably believe them to be kept;
The Purchaser shall store and mark the goods in a manner reasonably satisfactory to us indicating that title to the goods remains vested in us;
The Purchaser shall insure the goods to their full replacement value; and
Irrespective that title to the goods remains with us, risk in the goods shall pass to the Purchaser upon delivery.
We are unable to accept any of our monies being "set-off".
Where applicable, we accept retention to a maximum of 5% of our contract value which is to be released to us as follows:
One half, on completion of the lift installation.
The remaining half, 12 months following completion of the lift installation.
We do not provide a Parent Company Guarantee or any type of Performance Bond. We do offer our standard form of Indemnity Agreement. We are also prepared to enter into client specific forms of Indemnity or Vesting Agreements, subject to our review and agreement of wording
Our offer, where appropriate, allows for the cost of importing materials based upon the rates of exchange, tax or duty prevailing at the date of our offer. In the event of any adjustment in such rates, after the date of our offer we reserve the right to make an adjustment to our contract value.
Cancellation: Should the Purchaser cancel their instruction, letter of intent or order with us we reserve the right to levy reasonable cancellation charges, including but not limited to, any administration costs, procurement costs and loss of profit, against the Purchaser and these shall fall due for payment immediately.
Should cancellation take place after commencement of manufacture of the equipment, payment of the full order value will be required to be paid to us by the Purchaser.
General Liability: Due to circumstances outside of our control we shall not be liable for any delay or for any consequence of any delay in the production or delivery of any of the goods or the completion of the work if such delay shall be due to fire, strike, lockout, dispute with workmen, flood, accident, delay in transport, shortage of fuel, default of any Sub-Contractor, inability to obtain material and/or labour, embargo, act or demand or requirement of any government or any government department or local authority, or as a consequence of war or of hostilities (whether war be declared or not), delay in the provision of a permanent electrical supply to enable continuous working, or any other cause whatsoever beyond our reasonable control.
If any such delay occurs then (unless the cause thereof shall frustrate or render impossible or illegal the performance of this contract or shall otherwise discharge the same) our period for performing our obligations shall be extended by such period (not limited to the length of the delay) as we may reasonably require to complete the performance of our obligations.
We shall not be liable whether by way of indemnity, breach of contract or statutory duty or in tort (including negligence) for any loss of profit, loss of use, loss of contract or contracts, or for any financial or economic loss or for any indirect or consequential loss or damage whatsoever.
We shall not be liable for and the Purchaser shall indemnify and hold him harmless against any claim for loss or damage to any property directly or indirectly occasioned by or arising from the use or operation (other than by us) or possession of any of the equipment and from negligence (including the use of any part of the equipment otherwise than in accordance with our operating instructions and manuals) or default (including any non-compliance with any obligation of this agreement, any delay any wrong information and any lack of required information) or misuse by or on the part of the Purchaser or any persons other than ourselves.
This indemnity shall extend to any costs and expenses incurred by us and shall continue in force notwithstanding the termination of this agreement.
The Purchaser shall not use or permit to be used the whole or any part of the equipment the subject of this contract before it has been completed tested and handed over by us and in the event of any such unauthorised use we shall not be liable for any loss or damage arising there from.
Where we have specifically contracted in writing to deliver or complete the work within a specified time or by a specified date and we are in delay for reasons other than provided for under these conditions, then, to the extent that we are liable to pay damages to the Purchaser, the payment of damages will be equal to 1% of our net contract value (excluding any provisional sum) for each week of delay subject to a maximum liability of 5 weeks in full satisfaction of any liability for delay whatsoever, and,
Where we are a Sub Contractor working within a Main Contract, damages pursuant to the above clause will only become payable when the Contractor is liable to pay damages under the Main Contract as a direct result of our delay and shall be in full satisfaction of any liability for delay whatsoever in the performance of our works.
Documentation: This offer includes for our documentation to be submitted in our normal standard format. If additional copies or contract specific requirements are needed, we reserve the right to apply additional charges. No documentation shall be handed over until all payments as detailed above have been paid to us in full.
Insurance: We include for Contact Works Insurance to a limit of £500,000, Professional Indemnity Insurance to a limit of £2 million and Public and Products Liability Insurance with an indemnity limit of £10 million.
Design: We do not accept liability for design in the full sense of CDM requirements. However we do accept responsibility for ensuring that the design of the product, which we procure from our preferred suppliers, meets our specification.
Literature and Representations: Our marketing literature is presented in good faith as a guide to represent the product offered and does not form a part of our contract.
Our employees and agents are not authorised to make any representation concerning the goods unless confirmed by us in writing. In entering into the contract the Purchaser acknowledges that it does not rely on and waives any claim for breach of any such representations, which are not confirmed.
Scope of Works: Our approved drawing, agreed finishes and our specification constitute our entire scope of works.
Servicing and Warranty: We include 12 months warranty effective from our confirmed date of handover of the lift, via a fully qualified independent third party, which is subject to all payments having been received in accordance with the terms of payment as detailed above.
Should the Purchaser need to delay the commencement of this servicing and warranty period, this is possible, with prior arrangement by having a ‘standstill’ type maintenance agreement in place.
We are happy to enter into a third party Collateral Warranty Agreement, subject to agreement of cost and wording and which includes a condition that provides for a maintenance contract being in place with us for the period of liability under such Collateral Warranty(s) Agreement.
Our Guarantee to you: We hereby warrant the material and workmanship of the lift equipment supplied by us under this contact and will make good any defects arising due to faulty design, workmanship or materials carried out or supplied by us which is not due to ordinary wear and tear or to improper use of care by any other party other than ourselves, which may develop within one year from our confirmed date of handover of the lift.
This guarantee shall not be deemed to cover repairs, replacements or adjustments which may be required as a result of wilful or accidental damage, misuse, dry grinding, improper lubrication or neglect or any other cause beyond our control.
It is a condition of this guarantee that the Purchaser shall ensure that all accessible parts are kept clean, and that no person modifies, adjusts or interferes with the equipment without our prior approval. That suitable housing for all lift apparatus shall have been provided free from damp and properly ventilated and a constant supply of power at the voltage specified.
The Purchaser shall not assign the benefit of this guarantee.
Our liability under this clause shall constitute our sole liability (save in respect of death or personal injury caused by our negligence) whether in Contract, tort (including negligence) or otherwise in respect of any defects in the goods and services supplied under the Contract and any warranties or conditions implied by law are hereby expressly excluded.
No employment: Nothing in this Contract shall render or be deemed to render us an employee or agent of the Purchaser or the Purchaser an employee or agent of ours.
Determination: We shall be entitled to determine its employment under the Contract in circumstances where:
The Purchaser’s payment obligations under this Contract shall survive termination of this Contract where the termination is brought about by the actions of the Purchaser
The termination of this Contract, howsoever arising, shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such provisions as are expressed as capable of having effect after such termination.
Prevention or Frustration: If the Contract becomes impossible to perform or is otherwise frustrated the Purchaser shall be liable to pay to us all costs, expenses, overheads and any loss of profit which we, our suppliers or Sub Contractors incur as a result of such frustration or impossibility of performance. Any pre-payments which may have been made to us under this contract shall be applied towards satisfaction of such sum as may become due to him under the foregoing provisions.
Licence and Copyright: We shall, when requested, provide necessary documents, except those of a commercially sensitive nature, as we are required to provide under this Contract. Copyright in all such documents shall remain vested in us, but insofar as we are empowered to do so shall grant a royalty-free non-exclusive licence to the Purchaser to use and reproduce the said documents for their own or their agent’s use solely in connection with the works. It shall be a condition precedent to the granting of such a licence that all sums properly due to us under this Contract have been paid in full. We shall have no liability for improper use of the documents other than that for which they are prepared and the Purchaser shall indemnify us from and against any loss arising from the improper use of the subject matter of this cause.
Patents: The Purchaser warrants that any design or instruction furnished or given by him shall not be such as will cause us to infringe any letter patent, registered design or trade mark in the execution of his order.
Assignment: The Purchaser shall not be entitled to assign the benefits under this Contract without our prior written consent, which shall not be unreasonably withheld.
Waiver: Failure of any party to insist upon strict performance of any provisions of this Contract or the failure of any party to exercise any right or remedy to which it is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this Contract. No waiver of any of the provisions of this Contract shall be effective unless it is expressly stated to be such and signed by all the parties to this Contract.
Confidentiality: In the course of the works, it may be necessary for the parties to have access to information that is confidential to the other ("Confidential Information"). Confidential Information shall not include:
The parties agree both during this Contract and for a period of one year after termination of this Contract, to hold each other’s Confidential Information in confidence. The parties agree not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any other purpose related to this Contract.
Each party agrees to use its reasonable endeavours to ensure that Confidential Information is not disclosed or distributed by its employees or agents in breach of the provisions of this Contract.
The Purchaser agrees that any information received pursuant to this Contract shall be deemed subject to the non-disclosure obligations set forth herein.
Data Protection: Each party agree to comply with all applicable data protection legislation, including but not limited to the Data Protection Act 1998 and any subsequent amendments thereto
Insolvency of the Purchaser: This clause applies if:
The Purchaser makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction; or
an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Purchaser; or
the Purchaser ceases or threatens to cease to carry on business; or
we reasonably apprehend that any of the events mentioned above is about to occur in relation to the Purchaser and we notify the Purchaser accordingly
If this clause applies then without prejudice to any other right or remedy available to us we shall be entitled to cancel the contract.
Force Majeure: Except for the Purchasers obligations to pay us, neither party shall be liable for any delay or failure to perform its obligations if such failure or delay is due to causes beyond its reasonable control (including any delay caused by an act or default of the other party).
Unenforceable or Illegal Terms: If any provision of these terms and conditions is held to be unenforceable or illegal, in whole or in part, such provision or part thereof shall to that extent be deemed not to form part of these terms and conditions and the remainder shall not be affected.
Disputes: Any dispute between the parties to this contract shall be referred to the exclusive jurisdiction of the English Courts.
Law Applicable: This contract shall in all respects be subject to and construed in accordance with English law.
This Contract does not confer or purport to confer any benefit on any third party. In particular, rights that would otherwise arise in favour of third parties under the Contracts (Rights of Third Parties) Act 1999 are hereby excluded.