Terms and Conditions


1. GENERAL: (i) In these conditions, "The Company" referred to means Richard H. Powell & Partners Ltd., or any subsidiary or associated company of Richard H. Powell & Partners Ltd. and "The Purchaser" means the person, firm or company to whom a price list tender or quotation is addressed or whose order is accepted by the Company. (ii) In these conditions, the expression "Goods" shall mean plant, materials, equipment or any part or parts thereof supplied by the Company and the Expression "Services" shall mean all works or design, repair or supervisory services and works of erection on site or any other act to be performed by the Company. "Purchaser's Premises" shall include any premises (whether belonging to the Purchaser or not) where the Goods are supplied or the Services rendered. (iii) All quotations are made and all orders are accepted subject to the following conditions. All other conditions contained in any order or otherwise are excluded from the contract or any variation thereof unless expressly accepted by the Company in writing. (iv) Quotations are not offers and no contract is deemed to come into existence unless and until the Purchaser's order to carry out the Services or supply the material specified in a quotation is accepted by the Company in writing. (v) If any statement or representation has been made to the Purchaser by the Company, its servants or agents upon which the Purchaser relies other than in the documents enclosed with the Company's price list, tender, quotation or acknowledgement of order then the Purchaser must set out that statement or representation in a document to be attached to or endorsed on the order and in any such case the Company may confirm reject or clarify the point and submit a new quotation. (vi) Unless specifically provided for in the quotation, the Company will not carry out or be responsible for any work involving alterations to the foundations or structure of the Purchaser's premises.

2. SITE SURVEYS: (i) All quotations are subject to a site survey being made by the Company's technical staff to verify the information given by the Purchaser. (ii) The Company reserves the right to amend the design or any part of the quotation subject to the site survey. (iii) The Company accepts no responsibility to ensure that the Purchaser's Premises are adequate to withstand the loads imposed and the Purchaser warrants that all floors, foundations, walls, roofs, partitions, joists, beams and any other parts of the site and buildings are in such a strong and fit condition that the work can be carried out safely and are suitable for the Company's materials and services and for carrying the loads distributed. If the Purchaser has any doubt, a check should be carried out by the Purchaser's architect, structural engineer or other professional adviser before proceeding. The Company accepts no responsibility for any subsequent failures resulting from settlement or movement of the structure.

3. TERMS OF PAYMENT: (i) Unless otherwise agreed by the Company in writing, the terms of payment by the Purchaser shall be: (a) On all contracts for the supply of Goods or Services not exceeding £1,000 net cash payable within 28 days from date of invoice; the Company shall be entitled to submit its invoice with its delivery advice note or at any time thereafter save that where delivery has been postponed at the request of or by default of the Purchaser then the Company may submit its invoice at any time after the Goods are ready for delivery or would have been ready in the ordinary course but for the request or default. (b) On all other contracts the Company requires payment by instalments comprising 30% of the total price to be submitted with order; 30% to be invoiced and paid on delivery of major materials; 30% to be invoiced and paid on completion of half the installation and 10% upon practical completion of the contract. When it is agreed that interim and final payments are to be conditional on the issue of the Architect's Certificate payments shall be made within 21 days of the date of any such certificate; (c) The Purchaser shall be deemed to have accepted the Goods at the latest on the date of practical completion. (d) We require no retention to be held under any circumstances. (ii) In the event of default in payment by the Purchaser the Company shall be entitled to do all or any of the following:(a) to suspend all further deliveries or Services on any contract or contracts between the Company and the Purchaser without notice. (b) determine the contract; (c) to charge interest on any amount outstanding at the rate of 4.5% per annum above the Base Rate of Barclays Bank plc in force at the time when payment was due both before and after judgement compounded with quarterly rests. (iii) No dispute arising as to quality or performance of the Goods or Services or defects or omissions or delays beyond the reasonable control of the Company shall entitle the Purchaser to delay payment.

4. PRICES: (i) All prices quoted are NET unless otherwise stated and exclusive of VAT. (ii) All prices quoted for Goods or Services are subject to fluctuation in the cost of labour, materials, transport, overheads, currency exchange rates, taxation, Government Orders and Regulations, whether new or existing, and any increase in such costs after the date of quotation and up to the date of delivery will be added to the quoted price. (iii) All prices quoted are exclusive of delivery charges which will be added and paid by the Purchaser. (iv) The Company shall be entitled to make an additional charge in respect of variations requested by the Purchaser to the terms and specifications of the contract or for work to be carried out other than during normal working hours.

5. RISK AND TITLE: (i) Risk shall pass to the Purchaser when the Goods or a relevant part thereof leave the premises of the Company for delivery to the Purchaser notwithstanding that the Company may arrange for delivery or that the Goods or a relevant part are returned undelivered, so that the Purchaser is responsible for all subsequent loss, damage or deterioration. (ii) Notwithstanding delivery of the goods, the property in the goods shall not pass to the Purchaser until the Company has received in cash, or cleared funds, payment in full of all moneys then due to it by the Purchaser. (iii) Until such time as property in the goods passes to the Purchaser, the Purchaser shall: (a) hold the goods as the Company's fiduciary agent and bailee; (b) keep the goods separate from those of the Purchaser and any third party; (c) protect and insure the goods and identify goods as the Company's goods in a manner obvious to any third party. (iv) Until such time as property in the goods passes to the Purchaser, the Purchaser shall: (a) be entitled to resell or use the goods in the ordinary course of its business; (b) account to the Company for the price of the goods payable by the Purchaser to the Company from the proceeds if sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds; (c) keep such proceeds separate from any moneys or property of the Purchaser and any third party and, in the case of tangible proceeds, properly stored, protected and insured. (v) Until such time as property in the goods passes to the Purchaser (and provided the goods are still in existence and have not been sold) the Company shall be entitled at any time to require the Purchaser to deliver up the goods to the Company and, if the Purchaser fails to do so forthwith, to enter upon any premises of the Purchaser or any third party where the goods are stored and repossess the goods. (vi) The Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Company, but if the Purchaser does so, all moneys owing by the Buyer to the Seller shall, without prejudice to any other right or remedy of the Company, forthwith become due and owing. (vii) If required by the Company the Purchaser will vest in the Company any right it may have to recover the goods or sue for the price of the goods sold by it to any third party. (viii) The parties agree that the Company may, without prejudice to any other right or remedy it may have, maintain an action for the price of the goods notwithstanding that title has not passed to the Purchaser. (ix) The parties agree that the Company may at any time pass the property in the goods to the Purchaser by notice in writing sent to the last known address of the Purchaser, notwithstanding that any condition set out in these terms and conditions for the property to pass has not been met.

6. DELIVERY AND DELAY: (i) Time for delivery and performance is given in good faith as accurately as possible but is not to be of the essence of the contract. The Purchaser shall have no right to damages or to impose penalties or to cancel the order for delay from any cause unless agreed by the Company in writing signed by a Director of the Company and appended to the Company's acceptance of order. (ii) Time for delivery and performance shall in every case be conditional upon receipt of final instructions being obtained from the Purchaser promptly and in any event within seven days of the date of the Purchaser's written order and all necessary information or approvals by the Purchaser being provided forthwith upon request. (iii) The Purchaser shall notify the Company in writing of all necessary forwarding instructions promptly and in any event within seven days of notification that the Goods are ready for despatch. The Company will endeavour to comply with reasonable requests by the Purchaser for postponement of delivery but shall be under no obligation to do so. Where delivery is postponed otherwise than due to default by the Company the Purchaser shall pay all costs and expenses including a reasonable charge for storage and transportation occasioned thereby. (iv) Dates quoted for delivery of orders not requiring installation by the Company refer to dates upon which the Goods are ready for despatch but dates quoted for delivery of orders requiring installation refer to dates on which the Goods will arrive at the Purchaser's Premises. (v) Unless otherwise specified delivery shall be made of all Goods to the nearest convenient unloading point (either road or rail) to the Purchaser's Premises and the Purchaser shall be responsible to notify the Company of any restriction of access such as weight, width, height or loading hours for unloading vehicles or containers and transportation to the Purchaser's Premises. The Company shall have the sole right to determine the relevant unloading point. (vi) If deliveries are required over an extended period each consignment shall be considered as a separate transaction and invoiced separately. (vii) Any packaging supplied by the Company unless otherwise expressly agreed is intended to provide adequate protection throughout normal conditions of transit of usual duration. (viii) Failure by the Purchaser to take delivery of or to make payment in respect of any one or more instalments of Goods delivered hereunder shall entitle the Company to treat the whole contract as repudiated by the Purchaser.

7. DAMAGE IN TRANSIT, NON-RECEIPT, RETURNED GOODS: (i) All goods and materials shall be examined by the Purchaser on delivery. The Company shall not be liable for claims in respect of shortage or damage in transit unless the Carrier and the Company is notified in writing within seven days of delivery or such shorter period as the Carriers' Conditions (if applicable) require, or in the case of non-delivery notice in writing is given in respect thereof within fourteen days of the date of notice of despatch of the Goods from the Works of the Company or its subcontractors on the Company's invoice. In the absence of written notice the Goods will be deemed to have been received in the correct quantity and free of defects which would have been apparent on inspection. (ii) Credit for shortage or damage will only be allowed when the Company's conditions in the preceding sub clause are met. (iii) In lieu of any warranty implied by law, the Company undertakes to replace free of charge any defective Goods, if and when returned and accepted by the Company as defective. The Purchaser shall inspect the Goods immediately upon arrival thereof and shall, within three days of receipt, give notice in writing to the Company of any matter or thing by reason whereof the Purchaser may allege that the Goods are not in accordance with the contract. If the Purchaser shall fail to give such notice, the Goods shall be deemed to be in all respects in accordance with the contract, and the Purchaser shall be bound to accept and pay for the same accordingly and no complaint of any description will be recognised after the Goods have been built in or fixed.

8. CANCELLATION: Cancellation will only be accepted by the Company on condition that the costs and expenses and the loss of profits and other loss or damage sustained by the Company will be reimbursed by the Purchaser to the Company forthwith.

9. INSTALLATION: (i) When Services are rendered at the Purchaser's Premises the Purchaser shall at its own expense provide: (a) a clear and level site with sufficient space adjacent for placing of material and shall supply necessary foundations and temporary cover over the site to protect the Goods and construction work effectively from the elements; (b) water, light, heating, compressed air, power, lifting tackle and fork lift truck with driver necessary in connection with the erection and shall undertake all filling in or making good of floors, roofs, provision of cover plates over inspection pits and any other civil engineering work, including removal of rubbish. (c) a satisfactory and continuous means of access to the site free from all obstructions and other trades, together with off-loading facilities and parking facilities for vehicles of the Company, its employees and agents.(d) health and welfare facilities which may be required by law under the regulations current from time to time for employees of the Company while they are engaged at the Purchaser's Premises in the performance of the contract. (ii) The Purchaser shall indemnify the Company in respect of all claims made or proceedings taken against the Company by any third party including, but not limited to employees of the Company, the Purchaser's employees or the employees of any contractor employed by the Purchaser or the personal representatives or dependants of any such employees or other third parties in respect of personal injury or damage to property (including damages as a result of fire or explosion) caused by or arising out of the Goods and Services in any manner whatsoever, except where it is proven that the Company or its employees have been negligent. (iii) All workpeople provided by the Purchaser to assist the Company shall in all respects remain employees of the Purchaser. (iv) If the Purchaser elects to have installation carried out by other than the Company's employees or agents, no responsibility will be accepted by the Company in regard to any defects, misconfiguration, overloading, misuse or any such detrimental occurrence which may arise from such installation or as a result of non-compliance with obligations under Health & Safety Executive, Building Regulations or Fire Officer requirements. (v) The Purchaser shall ensure that the Company's employees are able to carry out their work with continuity and without hindrance and any expense incurred by the Company as a result of the Purchaser's failure to so ensure will be charged extra. (vi) The Company shall be entitled to appoint one or more subcontractors to carry out all or any of its obligations. (vii) Where contractors other than those employed by the Company are involved their programmes will be arranged by the Purchaser to permit the Company's work to be carried out with continuity and with one visit to the Purchaser's Premises. Should the Company be subject to delays or require to make a return visit to the Purchaser's Premises additional costs will be chargeable to the Purchaser. (viii) On completion of the contract all surplus materials supplied by the Company shall, unless otherwise agreed, remain the property of and be removed from the Purchaser's Premises by the Company. Until such material is removed the Purchaser shall take reasonable precautions for the safe custody of such surplus materials. (ix) The Company cannot give any undertaking that its employees or those employed by its subcontractors will be Members of a Trade Union. (x) The Customer shall insure to the full re-instatable value thereof and provide adequate protection against theft, fire or destruction for all machinery and equipment of the Company and all plant machinery materials and the Goods on site whether fixed or otherwise during the course of the installation and until removal against all loss or damage, howsoever caused.

10. RECTIFICATION: (i) Except in accordance with Condition 17 or otherwise agreed in writing the Company shall not be liable for the cost of rectifying Goods or Services. (ii) The Purchaser shall not be entitled to any claim in respect of any repairs or alterations undertaken by the Purchaser without the written consent of the Company.

11. SAFETY: The Purchaser shall in all circumstances where goods are supplied with instructions, information or warnings related thereto or their use and whether or not such instructions information or warnings are supplied by the Company, ensure that the same are followed and brought to the attention of any subsequent Purchaser or user of the Goods and any person likely to be affected by the use of the Goods.

12. CONSUMER PROTECTION ACT 1987: The Purchaser shall indemnify, reimburse and compensate the Company for all losses and damages (including costs, expenses and charges for legal actions in which the Company may be involved) that the Company may incur in the event that any claim or claims are made against the Company pursuant to the Consumer Protection Act 1987 which arise wholly or in part from the Purchaser's failure to comply with obligations on its part to be performed whether pursuant to the contract with the Company or otherwise under the general law.

13. DATE CODING: When the Company supplies date-coded Goods the Purchaser shall maintain records of the date codes against the Purchaser's sales numbers or such other records as shall be sufficient to enable such date-coded Goods to be located so as to enable inspection by the Company.

14. LIABILITY: (i) Save where the Company is shown to have failed to exercise reasonable care in the performance of the contract and such failure results in death or personal injury, the Company shall not be liable in respect of claims arising by reason of death or personal injury. Further under no circumstances whatsoever shall the Company be liable for consequential loss (including removal or rectification work required in connection with installation of repaired or substitute Goods) loss of profits or damage to property. (ii) Without prejudice to Condition 14 (i) the Company's liability whether in respect of one claim or the aggregate of various claims other than claims for death or personal injury due to negligence on the part of the Company shall not exceed £1,000,000 hereunder and the Purchaser agrees to insure adequately to cover such claims in excess of such amount. (iii) The Purchaser shall save where the Company shall have failed to exercise reasonable care in the performance of the contract fully indemnify the Company from and against all loss damage demands expenses claims actions and proceedings which are incurred by the Company or threatened demanded brought or made against the Company by any person firm or company or governmental or other authority in respect thereof together with all costs and expenses incurred in relation thereto.

15. DESCRIPTION, DRAWINGS, DATA, CONFIDENTIAL INFORMATION: (i) The Company reserves the right to change and improve the design of some or all of the Goods included in this quotation and thereafter supply accordingly. (ii) All drawings documents and other information supplied by the Company are supplied on the express condition that the Purchaser will not without the written consent of the Company: (a) give away, lend, exhibit or sell any such drawings or extracts therefrom or copies thereof:(b) use them in any way except for the purpose of installing or operating the Goods for which they are issued; (iii) (a) All illustrations, weights, measures, temperatures, capacities and performance schedules contained in the Company's printed brochures and sales literature form no part of the contract unless the Purchaser complies with clause 1 (iv) of this contract.(b) The Purchaser shall be responsible for the accuracy of all information and drawings supplied by it and the Company shall not be under any responsibility to check the accuracy thereof.(c) Copyright in respect of all drawings and other documents prepared by the Company shall vest in and remain the property of the Company.

16. TRADE MARKS, PATENTS, COPYRIGHT: (i) Where the Goods or Services consist of any article to be manufactured, altered or worked upon by the Company in accordance with the design specification or instructions of the Purchaser, the Purchaser warrants that any such article shall not in any way infringe any letters patent, copyright or any other right or protection subsisting in favour of third parties and agrees to indemnify the Company against all actions, claims and demands, including any costs and expenses incurred by the Company. (ii) In the event of any claim being made against the Purchaser in respect of infringement of letters, patent, copyright or other protection in respect of Goods or Services designed and supplied by the Company, the Purchaser shall inform the Company immediately. Thereupon, the Company shall be at liberty at its absolute discretion to conduct all negotiations for the settlement of any such claim or any litigation or proceedings which may arise therefrom. (iii)In the case of Goods not manufactured by the Company the Company gives no assurance or guarantee whatsoever that the sale or use of the Goods will not infringe patent copyright or other industrial property rights of any other person firm or company.

17. GUARANTEE: (i) Save as otherwise provided by the other conditions of these Conditions Sections 12 to 15 of the Sale of Goods Act 1979 and Sections 2 to 5 of the Supply of Goods and Services Act 1982 are to be implied into this contract.(ii) In the event of the condition of the Goods being such as might or would (subject to these Conditions) entitle the Purchaser to claim damages or to repudiate the contract the Purchaser shall not then do so but shall first ask the Company to repair or supply satisfactory substitute Goods and the Company shall thereupon be entitled at its option to repair or take back the defective Goods and to supply satisfactory substitute Goods free of cost and within a reasonable time. If the Company does so repair the Goods or supply satisfactory substitute Goods the Purchaser shall be bound to accept such repaired or substituted Goods and the Company shall be under no liability in respect of any loss or damage whatsoever arising from the initial delivery of the defective Goods or from the delay before the defective Goods are repaired or the substitute Goods are delivered.

18. FORCE MAJEURE: The Company shall be under no liability for any delay, loss or damage caused wholly or in part by Act of God, governmental restriction condition or control or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves the Company's servants or not by reason or any other act, matter or thing beyond the reasonable control of the Company.

19. REFERENCES: The Purchaser shall, if required by the Company, provide two satisfactory written trade references and a bank reference.

20. PLANNING PERMISSION, LICENSES, REGULATIONS, BYE-LAWS: (i) No responsibility is accepted by the Company for failure to comply with any statutory or other regulation or local bye-law affecting the siting use operation, construction or design of the Goods or installations. All consents and approvals required shall be obtained by the Purchaser. (ii) All fees or charges made by Local Authorities in connection with regulations or the passing of plans will be payable by the Purchaser.

21. LAW AND JURISDICTION: The contract shall be governed and construed in all respects in accordance with the Laws of England and Wales and shall be subject only to the jurisdiction of the English Courts.

22. RIGHT OF SET-OFF AND COUNTERCLAIMS: No right of set-off shall exist in respect of any claims by the Purchaser against the Company unless such claims are agreed by the Company in writing and the Purchaser shall not withhold any or any part of any payment which has become due to the Company for work done.

23. ASSIGNMENT BY THE PURCHASER: The Purchaser shall not make any composition or arrangement with or assignment for the benefit of his creditors in respect of the Company's Goods of Services without the Company's agreement in writing.

24. INSOLVENCY OF THE PURCHASER: If the Purchaser shall become bankrupt or unable to pay its debts as prescribed by Section 123 of the Insolvency Act 1986 or in the event of a resolution being passed or proceedings commenced for an Administration order or liquidation of the Purchaser (other than for a voluntary winding up for the purpose of reconstruction or amalgamation) or if an Administrative Receiver or Manager is appointed of all or any part of its assets or undertaking the Company shall be entitled to cancel the contract in whole or in part without prejudice to any right or remedy accrued or accruing to the Company.

25. ADVICE TO PURCHASERS - (HEALTH & SAFETY AT WORK ACT 1974): 1. General: We wish to advise you that in compliance with Section 6 of the above-named Act, safety precautions should be taken in the care and maintenance of the Goods. Non-standard use of the Goods should only be undertaken after consultation with our Design Office with regard to potential health hazards. 2. Partitioning: When installed as per our standard instructions and in applications for which they were designed, the Goods should not present a health hazard. However, great care should always be taken handling glass which is usually present in partitioning runs.3.Ceilings: All ceilings are non-load bearing and will not take the weight of some lighting products. They are not designed to carry sprinkler systems, air conditioning and, most important, will not bear the weight of a person standing on, or hanging from the structure. Alterations to ceilings could be hazardous and should only be undertaken after consultation with our Design Office. 4.Pallet Racking and Similar Systems: The load carrying capacity of these racks is determined in accordance with the SEMA 'Code of Practice for the Design, Manufacture,Installation and Use of Static Racking'. Therefore, we have taken every reasonable care in determining that the structure we supply will perform satisfactorily. It is recommended that users should not alter the structure without prior consultation with our Design Office as, for instance, re-positioning of beams can seriously affect the load bearing capacity of the structure. 5. Mezzanine Floors: These are designed to comply with Building Regulations, and therefore should meet all safety requirements. However, alterations to the structure could be hazardous and should only be undertaken after consultation with our Design Office. Handrails should not under any circumstances be removed. Where a removable handrail is fitted for loading purposes, great care should be taken to ensure its reinstatement after use. 6.Slotted Angles, Square Tube and Steel Shelving Systems: The materials and design characteristics detailed in the quotation are in accordance with the relevant British Standards where applicable. As recommended by the Department of Employment Booklet No. 47 (Safety in Stacking Materials), our Design Office is available to answer any question of safety in construction.