Terms & Conditions

Definitions

“the Company” means Panks Engineers Limited and its assigns
“Contract” means the contract incorporating these terms and conditions for the provision of the Contract Works
“Contract Price” means the sum stated in the Quotation as the price payable to the Company for the Contract Works
“Contract Works” means the Equipment and/or Service(s) provided by the Company including any Variations
“the Customer” means the customer of the Company to whom the Quotation is addressed
“Defect” and “Defective” means Equipment and Services that are supplied otherwise than in accordance with the Contract but does not include deterioration resulting from fair or excessive use wilful or negligent damage improper use or inadequate maintenance
“Equipment” means any plant tools or equipment to be supplied to the Customer under the Contract including ancillary equipment and accessories (but excluding fuel lubricants and any other consumables) as described in the Quotation
“Quotation” means the Company’s written quotation for the provision of the Contract Works
“Service” means any service (other than hire) provided by the Company including but not limited to the provision of any operator or other labour described in the Quotation
“the Site” means the place at which the Equipment is to be provided or installed and/or Services rendered by the Company
“Variation” means any variation of the terms of the Contract agreed between the parties (including but not limited to) any:-
(a) Change in the specification of Equipment or Services or in the manner or time in which such Equipment or Services are to be delivered or carried out
(b) additional Equipment
(c) supply of labour to operate maintain or otherwise perform Services in connection with the Equipment
(d) provision of carriage from or to the Company’s premises unless carriage is expressly included in the Company’s quotation
“Warranty Period” means the warranty period stated in the Quotation (if any)
“Week” means seven consecutive days
“Working Week” means 8.00 a.m. on Monday until 5.00 p.m. on Friday

Existence and Scope of Contract

These terms and conditions together with the Quotation set out all of the obligations of the Company to the Customer and (save as required by statute) no other terms or conditions shall be implied
The Company does not intend to enter into any contract on any terms and conditions other than those set out in this document nor does it intend to enter into any contract collateral to the Contract

Information Provided by Customer and Assumptions

Where any information or document is provided to the Company by or on behalf of the Customer then the Company shall be entitled to rely on such information or document for the purposes of discharging its obligations under the Contract and shall have no obligation to verify the accuracy of such information or document
If at any time any such information or document is found to be incorrect the Company may in its unfettered discretion either repudiate the Contract or require any additional Equipment or Services that are then necessary to complete the Contract Works to be treated as though it were a Variation

Variations

Subject to clause 3.2 all Variations shall be in writing signed by both parties or shall be requested in writing by the Customer and accepted in writing by the Company
No Variation shall vitiate the Contract
The Company may require the basis of charging for any Variation to be agreed in writing before any Equipment or Service comprising the Variation is provided to the Customer
In the event that the basis of charging a Variation is not agreed as provided in clause 4.3 the Company may at its absolute discretion refuse to accept the Variation or may require the subject of the proposed variation to be supplied under a separate contract

Payment and Interest

The Company will submit invoices for the Contract Works at the intervals stipulated in the Quotation or if no such intervals are stipulated at monthly intervals or (if sooner) at the conclusion of the Contract Works
Payment shall be made immediately if no credit account held, and within thirty days of the date of invoice, if a credit account is held (time being of the essence) and under no circumstances shall monies owed by the Company to the Customer under the Contract or any other contract between the parties be set off against monies properly due to the Company under the Contract.
Should the Customer default in making full payment in accordance with the foregoing provisions and without prejudice to any other right or remedy:-

The Company may charge interest on all outstanding monies at the rate of four per cent per annum above the base rate of the Royal Bank of Scotland plc from time to time until actual payment (whether before or after any judgment)

The Company may immediately suspend performance of its obligations under the Contract and any other contract between the parties

In respect of suspension of its performance the Company shall be entitled to appropriate relief from any of its obligations under the Contract connected with time limits

The Company shall have a lien on all the Customer’s property in the possession of the Company (whether or not in connection with the Contract) for all amounts due at any time from the Customer and it may use sell or dispose of that property as agent for and at the expense of the Customer and apply the proceeds in and towards the payment of such amounts on fourteen days notice in writing to the Customer On accounting to the Customer for any balance remaining after payment of any amounts due to the Company and the costs of sale or disposal the Company shall be discharged of any liability in respect of the Customer’s property

The Customer indemnifies the Company against all direct legal and other costs including but not limited to the cost of the Company’s employees incurred in the recovery of any sum which becomes overdue for payment and any loss and/or expense suffered by the Company resulting from action taken in accordance with the provisions contained in clause 5.3

Time of Performance

Any dates quoted by the Company for the delivery of Equipment or for the provision of Services are approximate only and time shall not for such purposes be of the essence

The Company shall not be liable for any penalty loss injury damage or expense arising from delay in performing the Contract however the delay arises nor shall any such delay entitle the Customer to refuse to accept any delivery or performance under the Contract or to repudiate the Contract.

The Company shall also reserve the right to charge for any delays caused by a third party for any reason which would result in a delay in the contract. These charges would be charged at our standard labour rates. (A copy is available on request)

Sales of Equipment – Delivery and Acceptance

This clause 7 shall apply in all cases where the Contract is for the supply of Equipment only and no installation services are provided by the Company at the Site notwithstanding that other Services may be provided by the Company in connection with the Equipment

The Equipment is delivered to the Customer when the Company makes it available to the Customer or its agent (a carrier shall be the Customer’s agent whoever pays its charges) at the Company’s premises or other place of delivery agreed by the Company and risk in the Equipment passes when it is so delivered to the Customer

The Customer shall be deemed to be satisfied with and have unconditionally accepted the Equipment on delivery and the Company shall have no liability with regard to any claim in respect of defective Equipment unless all the following conditions are complied with:-

Any claim that the Equipment or any part of it is damaged or defective is notified by the Customer to the Company within one Week of delivery of the relevant Equipment and

Any claim under this condition must be in writing and must contain reasonable details identifying the allegedly defective Equipment or part thereof

The Company is afforded reasonable opportunity and facilities to investigate any claims made under this condition and the Customer shall if so requested in writing by the Company promptly return the Equipment the subject of any claim (together with any packing materials) to the Company for examination securely packed and carriage paid

Termination

Without prejudice to other rights or remedies under the contract, either party may by written notice to the other, terminate the contract or (in the case of the company) suspend future deliveries if:

The other fails to comply with any material obligation hereunder and such failure has not been remedied within ten days of written notification from the party requiring remedy.

The buyer fails to furnish the company with any information or instructions it requires to fulfil any order.

Any distress or execution is levied upon the goods of the buyer or if he makes or offers to make any arrangements with or for the benefit of his creditors or commits any act of bankruptcy or, being a limited company has a receiver appointed of its undertaking or assets or any part thereof or for the purpose of a reconstruction or amalgamation without solvency goes into liquidation or has an administrator or administrative receiver appointed.

Cancellation of an order

The company reserves the right to refuse to accept any cancellation of an order other than in accordance with the provisions of condition 8 unless notification in writing is given to the company and accepted in writing by the company. In the event of cancellation the buyer may pay expenses incurred by the company.

Orders for Equipment which has to be made especially for the Customer and/or for which the Company has placed an order with a Manufacturer will be charged in full unless written notice of cancellation is received not less than 8 weeks before the delivery date notified To the Customer. And providing manufacture of such Equipment or any components has not commenced at the date of that notice. Orders For stock items may be cancelled by written notice at any time before the Equipment is allocated or set aside for the Contract by the Company but if cancellation is received after such Equipment or components have been so allocated of set aside by the Company then a Reasonable packing and handling charge will be payable by the Customer.

Returns

Goods correctly supplied may not be returned without the company’s written agreement. Goods so returned must be consigned carriage paid and accompanied by a packing note stating the company’s invoice number and date thereof together with the reason for return. In such circumstances, the company may impose a restocking charge.

If the goods (or any of them) are returned and subsequently lost in transit the company will only issue credit if it can be conclusively proved that the company or its agents have actually removed the goods from the buyer’s premises.

Supply of Services

Unless the Quotation indicates otherwise the Company shall be entitled to carry out the Services at the Site during the Working Week (public holidays excepted) and if the Customer requests the Company to perform any Services outside the Working Week such request shall be a Variation

Risk and Customer Warranties

Equipment delivered to Site which remains unfixed Equipment installed and the Contract Works shall at all times be at the sole risk of the Customer and if any part thereof is lost damaged or destroyed through any cause whatsoever the Company shall be entitled to treat the cost of making good any such loss or damage as a Variation

The Customer warrants and undertakes to the Company throughout the term of the Contract that:-

The Customer has full power and authority to enter into the Contract and to permit the Company to perform the Services and that all necessary Planning Approvals or other Consents authorising the Services and any Equipment have been obtained
It will grant to the Company’s employees agents and contractors such full and unrestricted safe access to the Site as the Company shall from time to time require in order to discharge its obligations under the Contract

It will make available free of charge at the Site such facilities as the Company shall reasonably require to enable the Services to be performed safely expeditiously and without any interruption by any activity of the Customer or any third party including but without limitation adequate and safe working space storage all electrical mains power water and/or other fuel supplies and cables necessary for the Services a suitably rated fused switch isolator between the incoming mains distribution board and the Company’s tools plant and equipment and any necessary craneage hoisting and/or lowering gear specialist lifting tackle scaffolding ladders and moveable platforms

It will provide adequate protection for all the Equipment and the Company’s tools plant and equipment and materials on Site
it will provide prior to commencement of the Contract Works and at the Customer’s cost all builder’s work necessary for the expeditious performance of the Contract Works including but without limitation all foundations drilling of holes through reinforced walls special support slabs cutting away and making good as required and ready availability of all plant and equipment

Title

Title to and property in any Equipment supplied (whether or not it is supplied in conjunction with Services shall (notwithstanding the earlier passing of risk) not pass to the Customer until the total amount payable under the Contract to the Company (including any interest and costs) has been paid in full and until such payment the Customer shall hold the Equipment in a fiduciary capacity as bailee for the Company and shall store or mark it so that it can at all times be identified as the property of the Company

The Company may at any time before title passes and without any liability to the Customer repossess and dismantle and use or sell any of the Equipment and by doing so terminate the Customer’s right to sell or otherwise deal in it and for the purpose of determining what if any of the Equipment is held by the Customer and inspecting it enter any premises of or occupied by the Customer

The Company may maintain an action for sums which may include the price of Equipment notwithstanding that title to it has not passed to the Customer

The Customer grants the Company and its agents an irrevocable licence to enter at any time any vehicles or premises owned or occupied by the Customer or in its possession for the purposes of repossessing and removing any Equipment the property in which has remained with the Company and the Company shall not be responsible for and the Customer shall indemnify the Company against any liability in respect of damage caused to any such vehicles or premises in the course of such repossession and removal provided it was not reasonably practicable to avoid the damage

The Customer must ensure that if the Equipment is or becomes affixed to any land or building or other plant or equipment it shall be capable of being identified as the property of the Company and removed without material damage to such land or building and to take all necessary steps to prevent title to the Equipment from passing to the landlord of such land or building

The Customer’s right to possession of the Equipment shall cease if it does anything or fails to do anything which would entitle an administrator or administrative receiver to take possession of any assets or would entitle any petition for the winding up of the Customer to be presented

The Customer shall not exhibit any Equipment purchased from the Company at any exhibition in the United Kingdom without prior written consent of a Director of the Company

Extent of Liability

Unless otherwise provided in these terms and conditions under no circumstances shall the Company have any liability of whatever kind for any fault or imperfection resulting from:-
Wear and tear or accident

Improper use by the Customer or use by the Customer except in accordance with the instructions of the Company or the manufacturer of the Equipment

Neglect

Any instruction design specification or materials provided or made by the Customer for any failure of the Equipment if it has been adjusted modified or repaired except by the Company
Except as expressly provided in these terms and conditions the Company shall have no liability to the Customer for any loss or damage of any nature arising from any breach of the Contract or any negligence breach of statutory or other duty on the part of the Company except for death or personal injury resulting from the negligence of the Company or those for whom it is vicariously liable

Subject to clause 7.3 if the Customer establishes that any of the Equipment has not been delivered or has been delivered damaged or is not of the correct quantity or does not comply with its description the Company shall at its option replace it with similar Equipment or shall allow the Customer credit for their invoice value or shall repair any Equipment which is damaged or otherwise defective

If the Customer establishes that any of the Equipment is defective during the Warranty Period the Company shall at its option replace with similar Equipment or repair any defective Equipment or rectify any defective workmanship or at the Customer’s request allow the Customer’s credit or to the extent that the Equipment is not of the Company’s manufacture assign to the Customer (so far as the Company is able to do so) any warranties given by the manufacturer of the Equipment to the Company
Clause 14.1 shall not apply unless:-
if so required by the Company all defective Equipment is first returned to the Company’s premises carriage paid by the Customer and
The Equipment has not been altered in any way whatsoever nor have they been subjected to misuse or unauthorised repair
The Equipment has been properly and correctly stored or installed or connected (unless the Company carried out such installation and connection) and used by the Customer in accordance with the manufacturer’s instructions
The Warranty Period has been agreed and confirmed between the Company and the Customer in the Quotation
Clause 14.1 shall not apply to plumbing work or repair of faults caused by failure or stoppage in power supply or defects or blockage in drainage systems or defects in water supply or scale formation resulting in pipe work blockage unless any of the foregoing was installed by the Company
The delivery of any repaired or replacement Equipment shall be at Company’s premises or other delivery point specified for the original Equipment
The Company shall not be liable where any of the Equipment the price of which does not include carriage are lost or damaged in transit and all claims by the Customer shall be made against the carrier Replacements for such loss or damaged Equipment will if available be supplied by the Company at the prices ruling at the date of despatch and shall be a Variation
In no circumstances shall the liability of the Company to the Customer under this clause 11 exceed the invoice value of the Equipment and/or Services (as the case may be)

Except as expressly provided elsewhere in the Contract the Company shall not be liable for any claims in respect of economic loss loss of production loss of profit loss of opportunity loss of bargain or other indirect or consequential injury loss or damage caused direct in indirectly by any breach of the Contract or any negligence on the part of the Company or on the part of any of its employees agents or others from whom if is responsible in connection with or arising out of the supply of the Equipment or the Services or the installation repair or maintenance of the Equipment in connection with any statement given or made or failure to give advice or waning by or on behalf of the Company except that such exclusion shall not apply to any implied term as to quality or fitness for any general or particular purpose where the Customer deals as a “Consumer” as defined in Section 12 of the Unfair Contract Terms Act 1977

To the extent that the Company carries out design or chooses Equipment the Company shall do so using reasonable professional care and skill but the Company does not warrant that its incorporation within the work of others will satisfy the Customer’s requirements

If any Defect appears or becomes apparent within the Warranty Period the Customer shall immediately notify the Company and afford the Company reasonable opportunity to inspect to investigate the cause and to correct the Defect
The company will be held to the terms & conditions of warranty that the manufacturer imposes on the company and any omissions there in which the manufacturer deems to be outside the scope of warranty. Therefore these conditions will be passed onto the customer at all times. The scope of warranty is dependent on the manufacture and therefore cannot be detailed until the item has been accessed by the manufacturer.

Termination

If the Customer makes default in punctual payment of any sums due to the Company under the Contract or fails to observe and perform any of the terms and conditions of the Contract or if the Customer suffers any distress or execution to be levied against it or makes or proposes to make any arrangement with its creditors or becomes bankrupt or (being a company) goes into liquidation or has a Receiver Administrative Receiver or Administrator appointed of the whole or any part of its assets or undertaking or shall do or cause to be done or permit or suffer any act or thing whereby the Company’s rights and/or the Equipment may be prejudiced or put in jeopardy then in any such case the Company may at its discretion terminate the Contract without any notice to the Customer and retake possession of the Equipment and the termination of the Contract shall not affect the right of the Company to recover from the Customer any monies due to the Company under the contract or damages for breach thereof

Force Majeure

The Company shall not be liable for any failure in the performance of any of its obligations under the contract caused by factors outside its reasonable control.