1.        Definitions
1.1      The "Company" shall mean Eff Limited.
1.2      "Goods" shall mean plant equipment or material of any kind including any form of services            provided by the Company.
1.3      Delivery of Goods shall be deemed to take place when the goods arrive at the customer's            premises or designated site ready for unloading.
2.        Formation of Contract
           An order placed by the customer on the Company shall constitute only an offer to contract with            the Company and shall only become binding on the Company if and when acknowledged and            confirmed by the Company in writing.
3.        Company's Terms and Conditions Prevail
           No additional waiver variation or departure to or from these Terms and Conditions shall be            Effective and binding on the Company unless expressly agreed to in writing.
4.        Extent of Contract
4.1      The Company's obligations to supply Goods and services to the customer are limited to those            expressly described or referred to in the Company's confirmation of acceptance of the            customer's order.
4.2      Weights, measurements and other descriptive particulars of Goods or services offered or            contracted for by the Company are stated in good faith but minor deviations therefrom shall not            constitute a breach of contract on the part of the Company or otherwise render the Company            iable to the customer.
4.3      Figures or statements relating to the capacity or performance of Goods offered or contracted            for by the Company are such as the Company expects to achieve, but the Company shall not            be liable for any failure to achieve such figures or comply with such statements unless the same            have been expressly guaranteed by the Company as part of the written terms of the contract            between the Company and the customer. Where any such guarantee is given and the goods            fail to comply therewith, the Company shall be entitled to reasonable time and facilities to            enable it to correct such failure. Under no circumstance will the Company fund repairs or            replacements by the customer or any third party instructed by the customer unless previously            agreed in writing by the Company.
4.4      Goods are designed by the Company to meet any loading characteristics specifically required            by the contract or those which are generally acceptable for the usage stated by the customer            for the Goods. The Company shall not have any liability whatsoever in respect of any Goods            which are at any time:
           (a) Subjected to loading stresses which are abnormal or in excess of those stated in the                 contract.
           (b) Put to any usage other than that stated or implied by the customer.
           (c) Used in a different configuration from that designed by the Company.
           (d) Subjected to loading stresses caused by the use of mechanical handling equipment.
4.5      Except insofar as may be guaranteed in the written terms of the contract between the            Company and the customer, the Company makes no representation and gives no warranty that            Goods offered or contracted for will be suitable for or capable of use in combination or            conjunction with any other goods whether supplied by the Company or not.
4.6      Tests which under the terms of the contract between the Company and the customer are to be            made on site will be at the customer's expense unless otherwise agreed in writing by the            Company.
5.        Payment Terms
5.1      Material. Invoiced amounts fall due for payment 14 days after the date of delivery of material            unless otherwise specified in the order acceptance confirmation or other authorised written            agreements.
5.2      Erection/Installation. Invoiced amounts fall due for payment 14 days after completion of work as            advised by the Installer unless otherwise specified in the order acceptance confirmation or            other authorised written agreements.
5.3      The payment terms specified in Clauses 5.1 and 5.2 are conditional upon the receipt by the            Company of satisfactory trade and banker's references prior to the delivery of the Goods. If            satisfactory reference are not forthcoming the Company reserves the right to require payment            of the contract price prior to the delivery of the Goods or provision of services.
5.4      If payment falls outside the 30 day period, interest will be charged at 2.5% per month.
6.        Price and Price Variations
6.1      All prices quoted or agreed by the Company shall be dependent on and subject to variation in            the event of:-
           (a) Fluctuations in direct or indirect costs and in particular the availability of materials and                 labour.
           (b) Overtime work and work outside normal hours being required to complete a contract as a                 result of delays due to, in the opinion of the Company, unsatisfactory site conditions not                 previously disclosed and detailed in the quotations.
           (c) Necessary instructions and/or information not being provided by the customer when                 requested.
           (d) Extra work being needed which is not expressly covered by the contract specification but is                 necessary for the due provisions of the Goods and/or services contracted for.
           (e) Mistakes and/or omissions in the contract specifications.
           (f)  Special expedition in the completion of a contract at the request of the customer.
           (g) Other matters of any kind outside the c ontrol of the Company
6.2      The customer shall pay extra charges in the event of:-
           (a) The customer or his agents failing or refusing to take immediate delivery of Goods tendered                 for delivery or delivery being abortive for any other reason not being the fault of the                 Company, as a result thereof such Goods have to be redelivered.
           (b) Goods ordered by a customer having to be stored or held by the Company beyond the date                 of readiness for delivery notified to the customer or his agents or beyond the date when                 they were first tendered for delivery, whether at the request of the customer or his agents or                 by reason of lack of adequate instructions or information from the customer or his agents or                 by reason of any other matters outside the control of the Company.
           (c) Erection or installation work being interrupted delayed or frustrated by reason of any other                 matter outside the control of the Company.
6.3      In the event of any of the circumstances envisaged in Clause 6.2(c) arising it shall be for the            company alone to decide at its sole discretion whether to maintain personnel on site or to            withdraw some or all of such personnel until such time as the Company is able to proceed            regularly and freely with such work.
6.4      Where delivery of Goods has been prevented or delayed by reason of any of the matters            referred to in Clauses 6.2(a) or 6.2(b) above the price of such goods, or the balance thereof,            shall become due and payable 30 days after such goods were first tendered for delivery or first            notified to the customer as being ready for deliver whichever shall be the earlier.
6.5      Where Goods have been delivered to the customer's premises or to site but erection/installation            thereof has been affected by any of the matters referred to in Clause 6.2(c) above the price of            such Goods, or the balance thereof, shall become due and payable 30 days after delivery as            aforesaid.
6.6      The Company reserves the right to postpone the delivery of Goods under this or any other            contract if any amounts due on this or any other contract remain unpaid at the due date or            dates. The customer shall be liable for any increased costs incurred by the Company as a result            of any such postponement.
6.7      Once order acceptance has been confirmed by the Company the order becomes binding on            the customer and the Company reserves the right to refuse to accept subsequent cancellation            of the order or amendment to it by the customer. Should the Company accept the requested            cancellation or amendment the customer is liable for and to pay on demand an amount which,            in the opinion of the Company, reflects the proportion of the order already completed plus any            additional costs incurred for which the Company has a liability resulting from the placement and            processing of the order, or in the case of amendment to the order all costs incurred in            implementing the amendment plus any loss of or incremental profit incurred. Confirmation of the            order is Effective from the date of the formal order acceptance confirmation document.
6.8      Unless otherwise stated all prices quoted are net ex-works exclusive of VAT.
6.9      The customer shall have no right of set off, or deduction, whether statutory or otherwise.
7.        Delivery Dates
7.1      The Company will endeavour to comply with dates or periods quoted to the customer for            delivery of Goods and/or the erection/installation thereof or for the supply of services however            any such dates or periods shall be estimates only and the customer shall have no claim            whatever against the Company in the event of the Company's failure to comply with any such            date or period.
7.2      Unless the Company has contracted to the customer to provide the service the customer must,            at his own cost, provide sufficient labour and material handling equipment to off-load material            deliveries and at such a rate as to minimise delivery vehicle standing time.
7.3      The customer is liable to pay a charge levied by the Company if, in the opinion of the            Company, vehicle unloading is delayed due to causes outside the control of the Company.            The charge will reflect the amount of time the vehicle is on site measured from the time of              arrival until the time of departure less an estimated time for unloading and meal breaks.
8.        Reserve of Title
8.1      Notwithstanding risk in the Goods passing in accordance with clause 12 hereof, title in the            goods shall not pass to the customer until payment has been received by the Company for the            Goods and no other amounts are then outstanding from the customer to the Company in            respect of other Goods or services supplied by the Company.
8.2      The customer will allow free access by the Company to the customer's premises or its            customer's premises, at all locations at all times to inspect and, if so desired, to return material            for which payment is due to the Company.
9.        Preparatory and Ancillary Matters in Contracts Involving Erection/Installation
           Before any Goods are erected/installed by the Company, the customer shall at its own expense            and responsibility:-
           (a) Carry out all such works as may be necessary in order to prepare the site for the receipt of                 the Goods, and the Effective erection/installation thereof including in particular the provision                 of a level even and sound floor, of sufficient load bearing capacity to allow safe usage of                 the proposed storage system, power, light, water and other services, suitable unloading                 lifting and scaffolding facilities, continuous and unobstructed access to the site, and suitable                 and secure waterproof storage and protection facilities for Goods awaiting                 erection/installation and for the Company's plant equipment tools and materials required in                 connection with such erection/installation.
           (b) Provide all health and welfare facilities currently required by law or otherwise reasonably                 necessary for the benefit of the employees of the Company or of subcontractors engaged                 at or about the site in the performance of the contract.
           (c) Obtain all necessary statutory or other consents and approvals.
10.      Property and Risk
           The risk of loss or damage, howsoever caused, to Goods supplied by the Company shall pass            to the customer on delivery thereof whether or not such Goods are thereafter to be            erected/installed by the Company. It is the customer's responsibility to ensure that his agents or            representatives attend the site or the delivery point at the time of delivery to ensure the            satisfactory receipt of the Goods and to give a written acknowledgment thereof. The customer            shall ensure that he has adequate insurance cover against All Risks of Loss or Damage as set            out in a Contractor's All Risks Policy of the usual kind to cover the Goods.
11.      Damage in Transport
11.1    Provided that the customer complies strictly with the provisions of Clause 11.2 and subject to            the provisions of Clauses 11.3 and 11.4 hereof the Company will at its option either replace,            repair or reinstate any Goods supplied by the Company which are received by the customer in            damaged condition, and will reimburse the customer for any expense reasonably incurred            under Clause 11.2() below.
11.2    The customer shall:-
           (a) Inspect the goods on arrival and identify any damage prior to signing delivery note. If any                  damage is found you must either decline delivery or mark the delivery notes as damaged.
           (b) In every case advise the Company in writing within 3 days of delivery of any damage to the                 Goods and of the precise nature and extent of the damage.
           (c) Where Goods are so damaged as to render them unserviceable, return the same to the                 Company, properly packed, protected and insured and consigned at the customer's                 expense within 14 days of receipt (ie the delivery date).
11.3    It shall be for the customer to satisfy the Company that the damage to the Goods in question            did not occur after delivery of such Goods to the customer's premises or site.
11.4    The customer shall make available for the inspection of the Company all relevant            documentation and shall permit the Company to interview and question such of the customer's            personnel as the Company may reasonably require.
12.      Liability for Accidents and Damage
           The Company will indemnify the customer against damage or injury to his property or person or            that of others occurring while the Company is present on the site pursuant to the contract to            the extent directly caused by the negligence of the Company, its sub-contractors or agents but            not otherwise by making good such damage to property or compensating personal injury.            Provided that:-
           (a) The Company's total liability for damage to the customer's property shall not exceed                 £50,000.
           (b) The Company shall not be liable to the customer for loss of profit or of contracts or, save as                 aforesaid, for any loss or damage of any kind whatsoever. Nothing in this clause shall be                 deemed to exclude or restrict the Company's liability for death or personal injury resulting                 from negligence. The Company is willing to undertake liability additional to the provided by                 this clause in exchange for a higher price. Nothing in this contract shall affect the statutory                 rights of a consumer.
13.      Warranties
13.1    Provided that written notice of the defect in question is received by the Company within 7 days            of the first occurrence thereof the Company warrants and undertakes:-
           (a) That if at any time within 3 months of delivery of Goods to the customer any defect occurs                 therein which is in the opinion of the Company directly attributable to a defect in design                 material or workmanship for which the Company is responsible, the Company will make good                 such defect by repair or at the Company's option by the supply of a replacement part free of                 charge. Any defective part so replaced will become the Company's property.
           (b) That if at any time there occurs in Goods supplied by the Company any defect which is                 directly attributable to a defect in design, material or workmanship the responsibility not of                 the Company but of a supplier or sub-contractor to the Company, the Company will use its                 best endeavours to obtain for the customer the benefit of any warranty which may have                 been given by such supplier or sub-contractor in respect of such defect, provided always                 that the Company shall not be obliged to institute legal proceedings of any kind, including                 arbitration, or otherwise incur legal costs or expenses of any kind hereunder the Company                 specifically repudiates any such liability. The Company specifically repudiates any such                 liability.
13.2    The Company's liability under this Clause 13 shall be in lieu of any warranty or condition            implied by law as to the quality or fitness for any particular purpose of the Goods, and save            as provided in this Clause 13, the Company shall not be under any liability, whether in contract,            tort or otherwise, in respect of Goods which have been delivered or for any injury (other than            personal injury caused by the negligence of the Company as defined in Section 1 of the Unfair            Contract Terms Act 1977) damage or loss resulting from such defects or from any work done in            connection therewith.
14.      Frustration
           The Company shall be released from all liability under the contract between the Company and            to the customer whenever and to the extent that the fulfilment thereof is frustrated, prevented            or delayed for a period of more than 3 months by reason of:-
           (a) The Effect of any statute, rule, regulation, order, directive or recommendation issued by any            Government, Government Department or other competent authority.
           (b) The inability of the Company to obtain or renew any requisite authorisation or licence.
           (c) The non-availability of suitable material or labour or of necessary power or other services.
15.      Property In and Confidentiality of Information Supplied by the Company
15.1    The copyright in all drawings, plans, specifications, design and other written, printed or graphic            material supplied or made available for inspection by the Company or the Company's suppliers            or sub-contractors shall not be divulged or used save only for immediate and legitimate            purposes by the customer without the express prior written consent of the Company.
15.2    In products for which computer software is supplied the copyright to that software and any            subsequent amendments is reserved. Neither the documentation nor the software may be            copied, photocopied, reproduced to any electronic medium or machine readable form, in whole            or in part without the express prior written consent of the Company.
16.      Force Majeure
           The Company shall not be liable to the customer for any loss, damage, delay or default            occasioned by reason of any Act of God, strike, labour dispute, fire, flood, war, public disaster,            or any other cause or reason beyond the control of the Company. The terms of this contract            shall be extended by a reasonable period in the event thereof.
17.      Disputes and Governing Law
17.1    If at any time any questions, dispute or differences whatsoever shall arise between the            customer and the Company out of or in relation to or in connection with any contract between            the customer and the Company whether during or after completion, either may give to the other            written notice of the existence of such questions, dispute or difference and such matter shall be            and hereby is referred to the arbitration of the President for the time being of the Institution of            Mechanical Engineers or such person as he may appoint. Such reference shall be deemed to            be a submission to arbitration within the meaning of the Arbitration Act 1950 and any statutory            modification and re-enactment thereof as may be in force. No payment due by the customer to            the Company shall be withheld on account of any such pending arbitration.
17.2    If for any reason such question, dispute or difference does not proceed to arbitration the courts            of England shall have sole jurisdiction thereover and in relation thereto.
17.3    All contracts between the Company and the customer shall in all respects be construed and            governed in accordance with English law.

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