Terms and Conditions

STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS
AND SERVICES BY BENTLEY & ROWE LTD

1 DEFINITIONS
In this document the following words shall have the following meanings:
1.1 “Agreement” means the contract between the customer and the supplier for the supply of the goods and services stated in
the specification document and incorporating these Terms and Conditions together with the terms of any applicable
Specification Document;
1.2 “Customer” means the organisation or person who purchases goods and services from the Supplier;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how
and all other forms of intellectual property wherever in the world enforceable;
1.4 “Specification Document” means a statement of work, quotation or other similar document describing the goods and
services to be provided by the Supplier;
1.5 “Supplier” means Bentley & Rowe Ltd

2 GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the
Customer.
2.2 Before the commencement of the services the Supplier shall submit to the Customer a Specification Document which
shall specify the goods and services to be supplied and the price payable. The Customer shall notify the Supplier
immediately if the Customer does not agree with the contents of the Specification Document. All
Specification Documents shall be subject to these Terms and Conditions.
2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time frames but time shall not
be of the essence in the performance of any services.
2.4 All quotations provided are valid for 30 days from date of issue unless otherwise specified on the document.

3 PRICE AND PAYMENT
3.1 The price for the supply of goods and services are as set out in the Specification Document.
The supplier reserves the right to require from the Customer a contribution to the work prior to commencement. The amount
shall be 50% of the total quotation unless otherwise agreed. On satisfactory completion of the contract, the client shall be
invoiced and full payment must be made within 30 days. Any disputes, for whatever reason, arising under the contract shall
not entitle the Customer to delay payment of any invoice. Any contract disputes will be dealt with promptly by the suppliers
as a separate issue. Where a contract is running for more than one month (4 weeks) the supplier reserves the right to apply
and /or invoice for stage payments.
3.2 The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day
to day until the date of payment at a rate of the statutory rate of interest under the late payment of commercial debts (interest)
act 1998. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to
payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.

4 SPECIFICATION OF THE GOODS
All goods shall be required only to conform to the specification in the Specification Document. For the avoidance of doubt
no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the
Supplier and no representation written or oral, correspondence or statement shall form part of the contract.

5 DELIVERY
5.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the
contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by
any delay in the delivery of the goods.
5.2 All risk in the goods shall pass to the Customer upon delivery.

6 TITLE
Title to the goods shall not pass to the Customer until the Supplier has received
payment in full for all the goods that the Supplier has supplied to the Customer in respect of which payment has become due.

7 CUSTOMER`S OBLIGATIONS
7.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:
7.1.1 co-operate with the Supplier;
7.1.2 provide the Supplier with any information reasonably required by the Supplier;
7.1.3 obtain all necessary permissions and consents which may be required before the commencement of the services; and
7.1.4 comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the
parties.
7.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the
Customer’s failure to comply with Clause 7.1.
7.3 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall omit or commit
anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this
Agreement, then the Supplier shall notify the Customer as soon as possible and:
7.3.1 the Supplier shall have no liability in respect of any delay to the completion of any project;
7.3.2 if applicable, the timetable for the project will be modified accordingly;
7.3.3 the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.

8 ALTERATIONS TO THE SPECIFICATION DOCUMENT
8.1 The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope
of goods and/or services to be provided under this Agreement shall be set out in the Specification Document, which shall
reflect the changed goods and/or services and price and any other terms agreed between the parties.
8.2 The Customer may at any time request alterations to the Specification Document by notice in writing to the Supplier. On
receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between
the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms
already agreed between the parties.
8.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those
already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period
as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to
proceed.
8.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those
already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those
terms, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this
Agreement upon the basis of such amended terms and price.

9 WARRANTY
9.1 The Supplier warrants that as from the date of delivery for a period of 12 months the goods and all their component parts,
where applicable, are free from any defects in design, workmanship, construction or materials. Any additional warranties
described in the Specification Document are manufacturer’s warranty only.
9.2 The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and
care, and be of a quality conforming to generally accepted industry standards and practices.
9.3 Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or
otherwise, are hereby excluded in relation to the goods and services to be provided by the Supplier.

10 INDEMNIFICATION
The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which
arise, directly or indirectly, from the Customer’s breach of any of its obligations under this Agreement.

11 LIMITATION OF LIABILITY
11.1 Except in respect of death or personal injury arising from the supplier’s negligence, or that of its employees, agents or
contractors, for which no limit applies, the liability of the supplier under or in connection with this Agreement shall be
limited to the price for the goods and services stated in the Specification Document. This limit shall apply however that
liability arises, including, without limitation, a lability arising by breach of contract, arising by tort (including, without
limitation, the tort of negligence) or arising by breach of statutory duty.
11.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or
for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably
foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.
11.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury
resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.

12 TERMINATION
Either party may terminate this Agreement forthwith by notice in writing to the other if:
12.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied,
fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
12.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
12.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or
reconstruction), or a court of competent jurisdiction makes an order to that effect;
12.4 the other party ceases to carry on its business or substantially the whole of its business; or
12.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or
composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is
appointed over any of its assets.
12.6 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully
terminates or cancels this agreement the Customer shall be required to pay to the Supplier as agreed damages and not as a
penalty all reasonable and proper costs and expenses already incurred by the supplier prior to the termination which have not
already been paid for, together with any and all third party cancellation costs and charges which the supplier will incur due
to the cancellation by the customer and/or customers default. In respect of cancellations on less than five working days’
written notice the full amount of the goods and services contracted for as set out in the Specification Document, and the
Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the
Customer’s failure to comply with any obligations under Clause 12.6 shall be deemed to be a cancellation of the agreement
and payment of the damages set out in this Clause shall apply.

13 INTELLECTUAL PROPERTY RIGHTS
13.1 The Supplier owns all intellectual property rights (including copyright) in the drawings, designs, design details, models,
specifications and any other materials which it prepared in connection with the goods and services provided under this
Agreement (the “Materials”) and all updates, amendments, additions and revisions to them and any works, designs, or
inventions incorporated or referred to in the Materials.
13.2 The Supplier grants an irrevocable, non-exclusive, non-terminable, royalty-free licence to the Customer to copy and use
the Materials only for the purpose(s) for which they were supplied.
13.3 The Supplier shall not be liable for use of the Materials for any purpose other than that for which they was prepared
and/or provided.

14 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from
events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents,
war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other
party of the nature and extent of such events.

15 INDEPENDENT CONTRACTORS
The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to
any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both
parties. The Supplier may, in addition to its own employees, engage sub-contractors
to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its
obligations under this Agreement or any applicable Specification Document.

16 ASSIGNMENT
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the
prior written consent of the Supplier.

17 SEVERABILITY
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent
jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect
as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

18 WAIVER
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall
not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

19 NOTICES
Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the
other party given in the Specification Document or such other address as such party may from time to time have
communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on
the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by
letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be
deemed to have been delivered in the ordinary course of post.

20 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous
agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this
Agreement, this Agreement may be varied only by a document signed by both
parties.

21 NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

22 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and Wales and the parties hereby
submit to the exclusive jurisdiction of the English courts.

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