1.1 “Bmech Projects” means Bmech Services Limited and where the context admits includes any servant or agent of Bmech Services.
1.2 “Quotations” mean the quotation provided by Bmech Projects to the Client, detailing inter alia the Works and the price payable.
1.3 “Variation” means the alteration or modification of the design, scope or quality of the Works as described in the Quotation.
1.4 “Works” means the alteration or modification of the design, scope or quality of the Works as described in the Quotation.
1.5 “Client” means the person or organisation to whom the Quotation is addressed.
1.6 “Agreement” means the contractual rights and obligations of Bmech Projects and the Client as set out in the Quotations, the Order and these Terms and Conditions.
1.7 “Due Date” means the date on which payment of an invoice is due.
1.8 “Order” means the Order placed by the Client in response to the Quotation but not, for the avoidance of doubt, any term or condition stated therein that is inconsistent with Bmech Projects’ Terms and Conditions.
2. These Terms and Conditions shall:
a. Apply to be and incorporated into the final agreement (“the Agreement”) entered into between Bmech Projects and the Client; and
b. Prevail over any inconsistent terms or conditions contained or referred to in the Order, confirmation of Order, acceptance of a Quotation, or implied by law, trade custom practise or course of dealing.
3. The Quotation will remain open for acceptance for thirty (30) days. Thereafter Bmech Projects reserve the right to adjust the Quotation, to reflect any adverse fluctuation in cost of materials.
4. The Quotation is net of all discount.
5. The Quotation, rates, etc. are exclusive of VAT.
6. The Quotation is based upon the design being in accordance with the principles laid down in the BSRIA/CIBSE guide to Current Practices (the edition current at time of Quotation).
7. Programme dates will be confirmed following the receipt of full and final written order to proceed with the Works.
8. Bmech Projects does not accept responsibility for delays caused by manufacturers, suppliers, industrial disputes, breakdowns of any relevant plant, or any other matter outside of Bmech Projects control.
9. The Client shall allow Bmech Projects an extension of time to the programme dates in the event delays as a result of Clause 8.
10. Bmech Projects does not accept liability for:
a. loss or damage of any kind (other than in respect of death or personal injury) whether caused by its negligence or otherwise and the Client should insure itself accordingly.
b. Without prejudice to Clause 10a above, Bmech Projects shall not be liable to the Client for any indirect or consequential loss including any actual or anticipated loss of profit or income.
11. Terms of payment shall be as follows:
a. Final payment for each invoice shall be (30) days from the date of Invoice.
b. Exclusive of payment retentions
c. Invoices shall be subject to VAT at the prevailing rate.
12. In the event of failure to make a payment of any invoice in full before the final date for payment Bmech Projects give notice to the client of its intention to suspend performance, and if such failure continues for a further seven (7) days after giving such notice Bmech Projects may immediately suspend its performance of its obligations under the Agreement unless and until such payment is made.
13. In the event that such payment is made Bmech Projects shall commence the works provided that it shall be allowed a reasonable lead-in period to mobilise staff and/or purchase materials necessary to facilitate the continuance of the Works.
14. Bmech Projects reserves the right to charge interest at eight percent (8%) over current bank base rate on overdue accounts.
15. Bmech Services does not accept responsibility for infringement of manufacturer’s warranties whilst properly undertaking the Works in accordance with Client’s instructions.
16. Whilst every care is taken in the preparation and execution of the Works, Bmech Projects does not accept responsibility for any costs, howsoever incurred, as a result of superseded, incorrect or outdated information provided by the Client.
17. Variations and instruction will only be accepted if issued in writing before the Works commence and accepted in writing by the Client or Bmech Projects respectively.
18. The Following, whilst not an exhaustive list, shall be considered as Variations to the Works:
a. Lost time due to system not being ready on date advised or agreed programme date;
b. Lost time due to faulty equipment;
c. Changes to programme of Works; and
d. Written instruction from the Client.
19. Variations shall be charged on a day work basis unless a price is agreed in advance of carrying out the said Variations.
20. Failure of the plant to conform to design duty will not constitute re-balancing within scope of works.
21. Bmech Projects reserves the right to sub-contract the fulfilment of nay order (including installation) or any part thereof.
22. If Bmech Projects, without reasonable cause, suspends the Works or fails to proceed diligently, and such suspension or failure continues for ten (10) days following written notice, of same, then the Client may terminate the Agreement forthwith by further notice.
23. If Bmech Projects is prevented from proceeding with the Works due to reasons beyond Bmech Projects control for a period in excess of 14 days or Bmech Projects suspends the Works pursuant to clause 13 for a period in excess of 14 days then Bmech may terminate the Agreement forthwith by further notice.
24. If the client suffers and insolvency event Bmech Projects may terminate this Agreement forthwith by notice.
25. In the event that a bona fide dispute arises regarding the Client’s failure to make payment within the agreed time, i.e thirty (30) days from the date of invoice, Bmech Projects reserves the right to withhold the witnessing sheets, certificates and analysis results until such time as the dispute is resolved.
26. The Client may not sign or transfer any of the benefits or liabilities of the Agreement without the consent of Bmech Projects.
27. In the event of conflict between this and any other conditions then Bmech Projects Terms and Conditions shall take precedence.
28. In the event that the Client cancels any orders after instruction to commence with works, Bmech Projects will charge a cost of 15% of the order value in addition to any charges Bmech Projects incur for materials.
29. Any requirement under the terms of this Agreement for notice to be given shall be satisfied if such notice is delivered in writing by recorded or registered delivery to the address of the relevant party as described in the Agreement.
30. The Agreement shall be construed and operate as an English contract and in conformity with English law.