Terms and Conditions for Pipeline Engineering

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Terms and Conditions

General Terms and Conditions of Sale

1. Definitions and Interpretation

(1) In these terms and conditions for the sale of Goods and/or Services (“Conditions”):

the “Company" means Pipeline Engineering & Supply Co Limited;

“Company’s Premises” means land or buildings owned or occupied by the Company;

the “Contract Price” means the price in respect of the goods and services to be supplied under the Contract, excluding Value Added Tax, packaging, handling, freight and delivery, insurance and any other applicable costs and charges;

“Confidential Information” means all information obtained by the Buyer from the Company or any other third party company or organization relating to and connected with the Contract and the Goods/Services, including but not limited to the Contract itself and the provisions of the Contract;

the “Quotation” or “Tender” means the offer made by the Company for the sale of Goods/Services to the Buyer, including without limitation the Conditions (to the extent that they are not expressly excluded or modified), all specifications, plans, drawings and other documents which would be incorporated into the Contract;

the “Contract” means the agreement concluded between the Company and the Buyer for the sale of Goods/Services, including without limitation the Conditions (to the extent that they are not expressly excluded or modified), the Purchase Order, the Order Acknowledgement, all specifications, plans, drawings and other documents which are incorporated into the agreement;

the “Buyer” means the person who agrees to buy the Goods/Services provided for in the Contract and includes any person to whom all or part of the Contractor’s obligations are assigned pursuant to Condition 5;

“PE” means Pipeline Engineering & Supply Co Limited;

"Company Property” means anything issued or otherwise furnished in connection with the Contract by or on behalf of the Company, including but not limited to documents, papers and other materials;

“Intellectual Property Rights” means patents, trade marks, service marks, design rights (whether registerable or not), applications for any of those rights, copyright, database rights, know how, trade or business names and other similar rights or obligations, whether registerable or not, in any country, including but not limited to the United Kingdom;

the “Goods" means the goods or products, including any instalment of the Goods or any parts for them, to be supplied by the Company under the Contract;

the “Services" means the services, including any instalment of the Services, to be supplied by the Company under the Contract;

the “Order Acknowledgement” means the document so described by the Company to confirm acceptance of the order from the Buyer, in accordance with the Conditions;

“Incoterms” means the International Rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made.

(2) The interpretation and construction of the Contract shall be subject to the following provisions:

(a) a reference to any statute, enactment, order, regulation, standard or similar instrument shall be construed as a reference to the statute, enactment, order, regulation, standard or instrument as subsequently amended or re-enacted;

(b) the headings in these Conditions are for ease of reference only and shall not affect the interpretation or construction of the Contract;

(c) references to “person”, where the context allows, includes a corporation or an unincorporated association.

2. Acts by the Company

(1) Any decision, act or thing which the Company is required or authorised to take or do under the Contract may be taken or done by any person expressly authorised by the Company to take or do that decision, act or thing.

(2) The employees or agents of PE are not authorised to make any representations concerning the Goods/Services unless confirmed by the Company in writing. In entering into the Contract the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations that are not so confirmed.

3. Service of Notices and Communications

Any notice or other communication that either party gives under the Contract shall be made in writing and given either by hand, postal delivery or facsimile transmission. Communication by email shall not be accepted as a means of formal communication under the Contract. Notice given by hand shall be effective immediately, notice given by postal delivery shall be effective three working days after the date of posting, notice given by facsimile transmission shall be effective the working day after transmission by the notifying party.

4. Quotations and Tenders

Quotations and Tenders, unless otherwise agreed in writing by the Company, shall be open to acceptance by the Buyer for a period of 30 calendar days from the date of the quotation or tender. Budgetary quotations, being approximate only and given in good faith, shall not be binding on the Company as the terms of the Contract or otherwise.

5. Assignment & Sub-contracting

(1) The Company shall be entitled to subcontract its obligations under the Contract.

(2) The Buyer shall not be entitled to assign any or all of its rights under the Contract to any other third party, unless prior agreement from the Company is obtained in writing and provided that such assignment shall not materially increase the burden of the Company’s obligations under the Contract.

6. Waiver

(1) The failure by either party to exercise any right or remedy shall not constitute a waiver of that right or remedy.

(2) No waiver shall be effective unless it is communicated to the other party in writing.

(3) A waiver of any right or remedy arising from a breach of the Contract shall not constitute a waiver of any right or remedy arising from any other breach of the Contract.

7. Severability

If any Condition, clause or provision of the Contract not being of a fundamental nature is held to be unlawful, invalid or unenforceable by a court or any other competent body in any proceedings relating to the Contract, the validity or enforceability of the remainder of the Contract shall not be affected. If the court finds invalid a provision so fundamental as to prevent the accomplishment of the purpose of the Contract, the parties shall immediately commence negotiations in good faith to remedy the invalidity.

8. Amendments and Variation

No amendment or variation to the terms of the Contract including these Conditions shall be valid unless agreed in writing by the Company, by way of a revised Order Acknowledgement.

9. Price

(1) The Contract Price for the Goods/Services shall be the price set out in the Order Acknowledgement and shall be paid for by the Buyer in accordance with the Contract.

(2) The price for the Goods/Services is exclusive of Value Added Tax. Where Value Added Tax is applicable, the Buyer shall pay to the Company, in addition to the charges, a sum equal to the Value Added Tax chargeable on the value of the Goods/Services provided in accordance with the Contract.

(3) The Buyer shall be liable to pay the Company’s charges for transport, packing and insurance.

(4) All packing cases, skids or drums shall be chargeable to the Buyer and are non-refundable unless agreed in writing by the Company, by way of a revised Order Acknowledgement.

10. Invoices & Payment

(1) Payment in respect of the Goods or Services shall be due within 30 days of the date of the Company’s invoice, or of notification of readiness for despatch, whichever is the sooner, unless the Contract has been properly varied in advance in accordance with Condition 8.

(2) In the event that the Buyer fails to make payment for the Goods/Services on the due date or otherwise commits a breach of these Conditions, the Company may, at its absolute discretion, without liability and without prejudice to any other rights which the Company may have:

(a) Suspend all future deliveries to the Buyer under the Contract or under any other contract and/or terminate any such contract without liability upon the part of the Company;

(b) Require payment in advance for any future deliveries;

(c) Require payment of interest on the amount due at a compound annual rate of 3% per annum above the Barclays Bank plc minimum lending rate prevailing at the time, from the date when payment for the Goods became due to the date of actual payment.

(3) Variations as a result of currency fluctuations shall only be considered if the adjustment of Contract Prices as a result of currency fluctuations is explicitly stated and defined within the Contract.

(4) If the Buyer believes that an invoice is incorrectly submitted, he should speak to the named contact on the invoice, within the time period stated on the invoice.

(5) The Company shall have the same rights to those referred to above in Clause 10(2) if the Buyer becomes insolvent or being a body corporate shall have a receiver, liquidator, administrator, supervisor or administrative receiver appointed over its property or assets, is unable to pay its debts within the meaning of Section 123 of the Insolvency act 1986 or apprehends that any of the events mentioned above were to occur in relation to the Buyer.

(6) The Buyer shall not be entitled to withhold payment of any sums after they become due by reason of any right of set-off or counterclaim which the Buyer may have or allege to have or for any other reason whatsoever.

(7) Whenever under the Contract or otherwise any sum of money shall be recoverable from or payable by the Buyer, such sum may be deducted from any amount then due, or which at any time thereafter may become due, to the Buyer under this Contract or any other agreement or arrangement with the Company.

(8) Any over-payment by the Company to the Buyer shall be a sum of money recoverable from the Buyer pursuant to paragraph (7) of this Condition or otherwise.

11. Progress Reports

The submission and acceptance of progress reports shall not prejudice any rights of the Company under the Contract.

12. Client Approvals

Where the Contract requires the Buyer to approve designs, drawings, procedures or other information relating to the Contract and the Goods/Services to be provided by the Company, the Buyer shall provide approval or comment on the information supplied within 7 calendar days of the same being issued by the Company for approval, or within the time stated in the Contract. If the Buyer fails to comment within this time, the information shall be deemed to have been approved by the Buyer.

13. Delivery of Goods

(1) Unless specified in the Contract, delivery of the Goods/Services shall take place at the Company’s Premises in Richmond, North Yorkshire.

(2) The Company shall, in good faith, provide anticipated delivery timings for the Goods/Services included within the Contract. Whilst the Company will endeavour to meet the times quoted, they shall be treated as estimates only and shall not be treated as the essence of the Contract. The Company shall not be liable in any way for any direct or indirect loss, damage or expense (including loss of profits and liability to third parties etc.) which may be incurred by the Buyer as a consequence of any variation in actual delivery timings from whatever cause.

(3) The Company reserves the right to deliver the Goods/Services in instalments and each delivery shall constitute a separate Contract. Failure by the Company to deliver any one or more instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalment shall not entitle the Buyer to treat the Contract as a whole as repudiated.

(4) In the event that the Buyer does not supply adequate delivery instructions within 7 calendar days after notification that the Goods/Services are ready for despatch, the Company shall be entitled to arrange storage either at its own works or elsewhere and all reasonable charges for transport, storage, insurance or demurrage shall be payable by the Buyer. Execution of such entitlement shall not relieve the Buyer from its obligations for making payment for the Goods/Services as stated in Clause 10(1) of these Conditions.

(5) Any access to the Company’s Premises and any labour and equipment provided by the Company in connection with delivery shall be provided without acceptance by the Company of any liability in respect of any actions, claims, demands, costs and expenses incurred by third parties (including any agent of the Company) for any loss or damages to the extent that such loss or damage is not attributable to the negligence or other wrongful act of the Company or any servant or agent thereof.

(6) Where any access to Company Premises is necessary, the Buyer, his sub-contractors and agents shall at all times comply with the reasonable requirements of the Company.

14. Risk and Property

(1) Where delivery to a site within the United Kingdom is included within the Contract risk in the Goods shall pass to the Buyer upon delivery.

(2) Where Goods are to be exported outside the United Kingdom or delivery of the Goods takes place at the Company’s Premises, risk in the Goods shall pass on issue of invoice or notification to the Buyer that the Goods are ready for collection, whichever is the earlier.

(3) Notwithstanding delivery and the passing of risk in the Goods, the property in the Goods shall not pass to the Buyer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other Goods/Services sold by the Company to the Buyer for which payment is then due.

(4) Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as fiduciary agent of the Company and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the property of the Company and shall arrange for the Company’s interest to be noted on all relevant insurance policies. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall hold the Company's part of the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, on trust for the Company and shall keep all such proceeds separate from any monies or property of the Buyer and third parties in a separate bank account clearly denoted as an account containing monies deposited for the benefit of the Company by the Buyer acting in a fiduciary capacity.

(5) Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Buyer to deliver up the Goods to the Company and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

(6) The Buyer 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 Buyer does so all monies owing by the Buyer to the Company shall, without prejudice to any other right of remedy of the Company, forthwith become due and payable.

15. Export Terms

(1) Where the Goods are supplied for export from the United Kingdom:-

(a) Incoterms shall apply except to the extent that Incoterms are inconsistent with any other provision of the Contract, in which case the provisions contained within the Contract shall prevail.

(b) Unless specified within the Contract, payment of all amounts due to the Company shall be made by Irrevocable Letter of Credit opened by the Buyer in favour of the Company and confirmed by a bank in the United Kingdom acceptable to the Company or, if the Company has agreed in writing to do so, by acceptance by the Buyer and delivery to the Company of a bill of exchange drawn on the Buyer payable at sight to the order of the Company at such branch of Barclays Bank plc in England as may be specified in the bill of exchange.

16. Inspection of Goods

(1) The Company shall inspect, witness and/or test, or arrange for the inspection, witnessing and/or testing of all or any of the Goods in the course of production at the Company's premises, or the premises where the Goods are being produced, to ensure that they are capable of performing to specification.

(2) If the Buyer, his sub-contractor or agent/representative wish to inspect, witness and/or test all or any of the Goods, this inspection, witnessing or testing shall be made at the Company's premises, or the premises where the Goods are being produced. All costs associated with these activities shall be charged to the Buyer. In the event of any delay on the Buyer's part in attending such tests, subject to the Company providing at least seven calendar days notice of when Goods will be ready for testing, the Company shall be entitled to storage charges in accordance with Clause 13(4) and to recover interest on the Contract Price at the rate set out in Clause 10(2)(c). Where such tests show that the Goods operate in accordance with the specification it shall be accepted by the Buyer as evidence that the Goods comply with the specification.

(3) Personnel Protective Equipment (PPE) is required on all Company Premises. The Buyer shall ensure that all personnel requiring admission in connection with the performance of the Contract to the Company Premises are provided with PPE in accordance with the Company’s requirements and free of cost to the Company. In the event that Buyer’s personnel arrive at site without the appropriate PPE, the Company reserves the right to either deny access to Company Premises or issue appropriate PPE to the Contractor, with the reasonable costs associated with the supply of such items being recovered by the Company from the Buyer.

17. Specification

(1) The Goods/Services shall be of the quality and kinds described and equal in all respects to the description, specification and quantities as set out in the Order Acknowledgement.

(2) Unless otherwise stated within the Contract, the Buyer shall be responsible for ensuring that the capacity and performance of the Goods/Services as specified in the Contract are sufficient and suitable for its purpose.

(3) Whilst the Company shall provide the Buyer with advice and assistance concerning the selection of Goods/Services, the Company shall not accept any responsibility for such selection.

(4) The Company shall not be responsible for a failure by the Goods/Services to conform to the Specification as a result of any failure or defect at the site where the Goods are to be installed or Services are to be performed.

(5) The Buyer shall warrant that it has a full understanding of the nature and intended use of the Goods/Services, the standards prevailing in the industry and any guidelines published by PE from time to time relating to the Goods/Services.

(6) Whilst the Company takes every precaution in the preparation of its catalogue, technical circulars, price lists and its other literature, these documents are for the Buyers general guidance only and the particulars contained therein shall not constitute representations by the Company and shall not be bound thereby.

(7) Where requested by the Buyer, the Company shall assist the Buyer to install the Goods at the appropriate premises at a cost to be agreed by the parties.

(8) The Buyer shall ensure that the Goods are maintained in accordance with the relevant health and safety legislation and recommended practices and that the Goods are tested regularly and shall indemnify the Company against any claims which may be made against the Company as a result of any failure on the part of the Buyer to comply with this clause.

18. Termination for Insolvency or Change of Control

(1) The Buyer shall notify the Company in writing immediately upon the occurrence of any of the following events:

a) where the Buyer is an individual, if a petition is presented for his bankruptcy, or he makes any composition or arrangement with or for the benefit of creditors, or makes any conveyance or assignment for the benefit of creditors, or if an administrator is appointed to manage his affairs; or

b) where the Buyer is not an individual but is a firm or a number of persons acting together, if any event in Clauses 18(1)(a) or (c) occurs in respect of any partner in the firms or any of those persons, or if a petition is presented for the Buyer to be wound up as an unregistered company; or

c) where the Buyer is a company or a limited liability partnership, if the company or limited liability partnership enters administration or passes a resolution to wind up or the court makes an administration order or a winding-up order, or the company or limited liability partnership makes a composition or arrangement with its creditors, or an administrative receiver, receiver or manager is appointed by a creditor or by the court, or possession is taken of any of its property under the terms of a floating charge; or

d) the Buyer undergoes a change of control, where “control” has the meaning given in Section 416 of the Income and Corporation Taxes Act 1988.

(2) After receipt of the notice under paragraph (1) above or earlier discovery by the Company of the occurrence of any of the events described in that paragraph, the Company may, by notice in writing to the Buyer, terminate the Contract with immediate effect without compensation to the Buyer and without any prejudice to any right or action or remedy which may accrue to the Company thereafter. The Company’s right to terminate the Contract under Clause 18(1)(d) will exist until the end of a period of three months starting from receipt of the notice provided by the Buyer pursuant to Clause 18(1), or such other period as is agreed by the parties.

19. Cancellation

(1) The Company shall be entitled to terminate the Contract by giving to the Buyer not less than 7 calendar days' notice in writing to that effect.

(2) No order which has been accepted by the Company shall be cancelled by the Buyer, unless agreed in writing by the Company and conditional that the Buyer shall indemnify the Company in full against all loss as a result of cancellation including, but not limited to loss of profit, costs, damages, charges and expenses incurred by the Company.

20. Dispute Resolution

(1) The parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract.

(2) If the parties cannot resolve the dispute pursuant to paragraph (1) of this Condition, the dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.

(3) Payment for Goods/Services in accordance with Clause 10(1) shall not cease or be delayed by the reference of a dispute to mediation pursuant to paragraph (2) of this Condition.

21. Confidentiality

(1) The Buyer agrees not to disclose any Confidential Information to any third party without the prior written consent of the Company. To the extent that it is necessary for the Buyer to disclose Confidential Information to its staff, agents and sub-contractors, the Buyer shall ensure that such staff, agents and sub-contractors are subject to the same obligations as the Buyer in respect of all Confidential Information.

(2) Paragraph (1) above shall not apply to information which:

(a) is or becomes public knowledge (otherwise than by breach of these Conditions);

(b) is in the possession of the Buyer, without restriction as to its disclosure, before receiving it from the Company; or

(c) is required by law to be disclosed.

(3) The obligations contained in this Condition shall continue to apply for a period of 5 years after the expiry or termination of the Contract.

(4) The Buyer shall not handle or examine any Company document or thing bearing a classification of “Confidential” or “Private”, without the prior written consent of the Company. Where such consent is granted, the Buyer shall not handle or examine said document or thing other than in a Company premises and the Buyer shall not remove any such document or thing from such Company premises without the prior written consent of the Company.

22. Company Property

(1) All Company Property shall remain the property of the Company and shall be used in the execution of the Contract and for no other purpose whatsoever except with the prior agreement in writing of the Company.

(2) All Company Property shall be deemed to be in good condition when received by or on behalf of the Buyer unless he notifies the Company to the contrary within 2 days or such other time as is specified in the Contract.

(3) The Buyer undertakes to return any and all Company Property on completion of the Contract or on any earlier request by the Company.

(4) The Buyer shall, except as otherwise provided for in the Contract, repair or replace or, at the option of the Company, pay compensation for all loss, destruction or damage occurring to any Company Property caused or sustained by the Buyer, or by his servants, agents or sub-contractors, whether or not arising from his or their performance of the Contract and wherever occurring, provided that if the loss, destruction or damage occurs at the Company’s Premises or any other Company premises, this Condition shall not apply to the extent that the Buyer is able to show that any such loss, destruction or damage was not caused or contributed to by his negligence or default or the negligence or default of his servants, agents, or sub-contractors.

(5) If the Company reimburses the Buyer for the cost of any equipment, such equipment shall become the property of the Company and the Buyer shall on request deliver such equipment to the Company. The Buyer shall keep a proper inventory of such equipment and shall deliver that inventory to the Company on request and on completion of the Contract.

23. Warranties and Liability

(1) Subject to the conditions set out below, the Company warrants that the Goods will correspond with the specification, as stated in the Contract, and will be free from defect in material and workmanship for a period of 12 months from delivery.

(2) The above warranty is given by the Company, subject to the following conditions:

(a) The Company shall not be liable with respect to any defect in the Goods arising from any drawing, design or specification supplied by the Buyer.

(b) The Company shall not be liable with respect to any defect arising from: fair wear and tear; wilful damage; negligence; abnormal working conditions; failure to follow instructions, whether verbal or in writing, issued by the Company; misuse; alteration or repair of the Goods, without prior approval from the Company.

(c) The Company shall not be liable under the above warranty or any other warranty, condition or guarantee if the total payment for the Goods was not received by the Company by the due date for payment.

(3) The above warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.

(4) Subject as the warranty and terms of liability expressly provided in these Conditions, all warranties, conditions or other terms or liability implied by statute or common law are excluded to the fullest extent permitted by law.

(5) Any claim by the Buyer which is based on any defect in the quality or condition of the Goods/Services or their failure to correspond with Specification shall be notified to the Company within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within 7 days of discovery of the defect or failure.

(6) Where a claim is made that the Goods/Services do not conform to the Specification, the Company shall be entitled to replace the Goods/Services (or the part in question) free of charge, or at the Company's sole discretion, refund to the Buyer the price of the Goods/Services (or a proportionate part of the price), and the Company shall have no further liability to the Buyer. Should the Company decide to effect such repair or replacement using labour and materials other than the Company's own, then the Company's responsibility shall be limited to the costs and expenses which would have been incurred if the work had been carried out at the Company’s Premises.

(7) Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other terms, or breach of any duty at common law, or under the express terms of the Contract, for any indirect or consequential loss or damage (whether for loss of profit, loss of business or goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods/Services or their use or resale by the Buyer, except as expressly provided in these Conditions.

(8) Except in respect of death or personal injury caused by the Company's negligence, the Company's total aggregate liability for all and any loss or damage under or in connection with these conditions shall in no event exceed: a sum equal to the Contract Price; or in the event that all or any portion of the Contract is suspended or terminated, a sum equal to the payments made by the Buyer to the Company in respect of the Goods or Services provided by the Company. If the Buyer requires the Company to accept a greater degree of liability the Buyer shall notify the Company and the Company may, at its option, accept an increase in its liability PROVIDED THAT the Company has the right to vary the price of the Goods/Services to reflect its increased liability under these conditions.

(9) The Buyer shall be liable to the Company for any loss, damage, destruction, injury or expense, whether direct or indirect, (and including but not limited to loss or destruction of or damage to the Company’s property, which includes data) arising from the Buyer’s breach of contract or duty (whether arising in negligence, tort, statute or otherwise).

(10) The Company shall not be liable for any loss, damage or delay suffered by the Buyer to the extent that such loss, damage or delay is attributable to instructions given by or on behalf of the Buyer.

(11) Nothing in these Conditions nor in any part of the Contract shall impose any liability on any member of the staff of the Company or its representatives in their personal capacity.

(12) The Buyer shall indemnify the Company against all proceedings, actions, claims, demands, costs (including legal costs), charges, expenses and any other liabilities arising from or incurred by reason of any infringement or alleged infringement of copyright, patent, registered design or other property right used by or on behalf of the Buyer for the purpose of the Contract, providing that any such infringement or alleged infringement is not knowingly caused by, or contributed to by, any act of the Company.

(13) The Company shall accept no responsibility or liability for sites or foundations or for any framework or support or for compliance with local bylaws or statutory regulations or for the fulfilment of any special requirements which the Buyer may be bound to observe or fulfil, unless expressly applied or approved by the Company as part of the Contract.

(14) The Buyer shall hold harmless and indemnify the Company on demand from and against all claims, demands, proceedings, actions, damages, costs (including legal costs), expenses and any other liabilities arising from claims made by the Company’s staff or agents, or by third parties, in respect of any death or personal injury, or loss or destruction of or damage to property, or any other loss, destruction or damage, including but not limited to financial losses which are caused, whether directly or indirectly, by the breach of contract or breach of duty (whether in negligence, tort, statute or otherwise) of the Buyer, its employees, agents or sub-contractors.

(15) The Buyer shall effect with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Buyer in respect of the indemnities provided under the Contract, which in any event shall not be less than £1,000,000, and shall at the request of the Company produce the relevant policy or policies together with receipt or other evidence of payment of the latest premium due there under.

24. Force Majeure

(1) The Company shall not be liable for any failure or delay in performance under this Agreement to the extent that said failures or delays are proximately caused by causes beyond its reasonable control and occurring without its fault or negligence, including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary licence), wars, insurrections, riots, strikes, lock-outs or other labour disputes, fire, accidents, mechanical failure, non-availability or delay in delivery to the Company of supplies of goods or parts or materials and/or any other cause beyond the reasonable control of the Company.

(2) Delays or failure to deliver Goods/Services shall not affect the obligations of the Buyer to pay for Goods/Services already delivered.

25. Bonds and Guarantees

(1) Where requested in the Contract, the Company shall provide the Buyer with the bond or guarantee of a reputable insurance company, bank or other surety, as decided by the Company, for the due performance of the Contract. Unless otherwise specified in the Contract, the terms of the bond or guarantee shall be the Company’s Standard form of Performance Bond. Unless otherwise specified in the Contract the Company shall provide the bond or guarantee at the Buyer’s own expense.

(2) Where a bond or guarantee is to be provided, the amount of the bond, the period of validity, the procedure to be followed for its forfeiture, the arrangements for its release and the currency of any monetary transactions involved shall be specified in the Contract.

26. Corrupt Gifts and Payments of Commission

(1) The Buyer shall not:

a) receive or agree to receive, from any person employed by or on behalf of the Company any gift or consideration of any kind as an inducement or reward for doing, or having done, or not doing, any act in relation to the obtaining or execution of this Contract or any other contract with the Company, or for showing or not showing favour or disfavour to any person in relation to this Contract or any other contract with the Company;

b) offer or give, or agree to give, to any person employed by or on behalf of the Company any gift or consideration of any kind as an inducement or reward for doing, or having done, or not doing, any act in relation to the obtaining or execution of this Contract or any other contract with the Company, or for showing or not showing favour or disfavour to any person in relation to this Contract or any other contract with the Company;

c) enter into the Contract or any other contract with the Company in connection with which commission has been paid, or agreed to be paid to him or on his behalf, or to his knowledge, unless, before the Contract is made, particulars of any such commission and the terms and conditions of any agreement for the payment thereof, have been disclosed in writing to a Director of the Company.

Nothing contained in this Condition shall prevent the Buyer paying such commission or bonuses to his own staff in accordance with their agreed contracts of employment.

(2) Any breach of this Condition by the Buyer, or by anyone employed by him or acting on his behalf (whether with or without his knowledge), or the commission of any offence by the Buyer or by anyone employed by him or acting on his behalf under the Prevention of Corruption Acts 1889-1916, in relation to this Contract or any other contract with the Company, shall entitle the Company to terminate the Contract with immediate effect and recover from the Buyer the amount of any loss resulting from such termination and the amount of the value of any such gift, consideration or commission as the Company shall think fit.

(3) In any dispute, difference or question arising in respect of:

a) the interpretation of this Condition (except so far as the same may relate to the amount recoverable from the Buyer under paragraph (2) of this Condition in respect of any loss resulting from such determination of the Contract); or

b) the right of the Company to determine the Contract; or

c) the amount or value of any gift, consideration or commission,

the decision of the Company shall be final and conclusive.

27. Special Provisions

In the case of any conflict or inconsistency between these general Conditions and any specific terms of the Contract, the latter shall prevail.

28. Conflict of Interest

(1) The Buyer shall ensure that there is no conflict of interest as to be likely to prejudice the Company’s ability in performing the Contract and undertakes that upon becoming aware of any such conflict of interest during the performance of the Contract (whether the conflict existed before the award of the Contract or arises during its performance) he shall immediately notify the Company in writing of the same, giving particulars of its nature and the circumstances in which it exists or arises and shall furnish such further information as the Company may reasonably require.

(2) Where the Company is of the opinion that the conflict of interest notified to it under paragraph (1) above is capable of being avoided or removed, the Company may require the Buyer to take such steps as will, in its opinion, avoid, or as the case may be, remove the conflict and:

a) if the Buyer fails to comply with the Company’s requirements in this respect; or

b) if, in the opinion of the Company, it is not possible to remove the conflict,

the Company may terminate the Contract immediately and recover from the Buyer the amount of any loss resulting from such termination.

(3) Notwithstanding paragraph (2) of this Condition, where the Company is of the opinion that the conflict of interest which existed at the time of the award of the Contract could have been discovered with the application by the Buyer of due diligence and ought to have been disclosed, the Company may terminate the Contract immediately for breach of a fundamental condition and, without prejudice to any other rights, recover from the Buyer the amount of any loss resulting from such termination.

29. Intellectual Property Rights

(1) The Buyer shall ensure that all royalties, licence fees or similar expenses in respect of intellectual property supplied by the Buyer in connection with the Contract have been paid and are issued to the Company free of cost.

(2) Subject to any pre-existing rights of third parties and of the Buyer, the Intellectual Property Rights in all reports, documents and other materials which are generated or acquired by the Company (or any of its sub-contractors or agents) in the performance of the Contract shall belong to and be vested automatically in the Company, and the Buyer warrants to the Company that all staff, agents and sub-contractors are and will be engaged in relation to the Contract on terms which do not entitle any of them to any Intellectual Property Rights in any such report, document or other material. The Buyer waives all moral rights relating to such reports, documents and other materials.

(3) If the Buyer issues to the Company any materials in which there are pre-existing Intellectual Property Rights owned by itself, its agents, sub-contractors or third parties, it shall itself provide, or procure from such agent, subcontractor or third party a non-exclusive licence for, or, if the Buyer is itself a licensee of those Intellectual Property Rights, it shall grant a sub-licence to, the Company to use, reproduce, modify, adapt and enhance the material as the Company sees fit. Such licence or sub-licence shall be perpetual and irrevocable and granted at no cost to the Company.

(4) Any information communicated to the Buyer by the Company, its agents, sub-contractors or third parties shall not, without prior written consent from the Company, be altered, copied, disclosed or used by the Buyer for any purpose other relating to the Contract.

(5) Any information (whether or not it is Confidential Information) collected or collated ,by the Company, its agents, sub-contractors or third parties pursuant to the Contract (excluding any information which in the opinion of the Company is confidential to the Buyer or which has been communicated to the Buyer under a condition that it shall be confidential to the Buyer) shall be the property of the Company, and all original documents in whatever form which contain that information, including any computer tape or disk, any voice recording and any special computer program written to give access to the information, shall on request be deposited with the Company.

(6) Nothing in this Contract or done under the Contract shall be taken to diminish any copyright, patent rights or any other Intellectual Property Rights which would apart from this Contract vest in the Company.

30. Retention of Information

The Company shall only hold contract records and information pertaining to the Contract for three years from delivery, unless otherwise agreed within the Contract.

31. Rights of Third Parties

It is not intended that the Contract, either expressly or by implication, shall confer any benefit on any person who is not a party to the Contract and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply.

32. Law and Jurisdiction

The Contract shall be governed by and construed in accordance with English Law and shall be subject to the exclusive jurisdiction of the courts of England and Wales.

33. Data Protection

(1) In this condition references to “personal data”, “ data subjects” and “data processor” are to be interpreted as defined in the Data Protection Act 1998 (“the Act”). The Buyer shall comply with all relevant provisions of the Act and do nothing which causes, or may cause, the Company to be in breach of its obligations under the Act.

(2) The Buyer shall at its own cost, at the Company’s request, assist the Company to comply with any requests for access to personal data under Section 7 of the Act and in particular shall respond to any such request promptly to enable the Company to comply with its obligations under the Act.

(3) If the Buyer fails to comply with any provision of this condition, the Company may terminate the Contract immediately.

(4) The Buyer shall indemnify the Company against all claims and proceedings, and all costs and expenses incurred in connection therewith, made or brought against the Company by any person in respect of the Act or equivalent applicable legislation in any other country which claims would not have arisen but for some act, omission, misrepresentation or negligence on the part of the Buyer or its sub-contractors and hold it harmless against all costs, losses and liability whatsoever incurred by it arising out of any action or inaction on its part in relation to any of its obligations as set out in this Contract which results in the Company being in breach of its obligations under the Act or equivalent applicable legislation in any other country.

(5) The Buyer shall not transfer any personal data outside the European Economic Area unless authorised in writing to do so by the Company.

(6) Upon the termination of this Contract for whatever reason the Buyer shall, unless notified otherwise by the Company or required by law, immediately cease any processing of the personal data on the Company’s behalf and as requested by the Company destroy or provide the Company with a copy on suitable media.

(7) The Buyer shall promptly carry out any request from the Company requiring it to amend, transfer or delete the personal data or any part of the personal data.

34. Other Legislation

The Buyer shall, and shall ensure that its sub-contractors, agents and personnel, comply with all applicable law.

35. Supplier Status

Nothing in the Contract shall create or be construed as creating a partnership, joint venture, a contract of employment or relationship of employer and employee, or a relationship of principal and agent between the Company and the Buyer.

36. Entire Agreement

The Contract constitutes the entire agreement and understanding between the parties and supersedes all prior written and oral representations, quotations, tenders, agreements or understandings between them relating to the subject matter of the Contract provided that neither party excludes liability for fraudulent misrepresentations upon which the other party has relied.

STANDARD TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND SERVICES (including Hire, Lease and Facilities Management)

This document sets out the Company's standard terms and conditions that govern the purchase of the Goods and/or Services and should be read in conjunction with the relevant purchase order and if appropriate any deed of variation.

1. Definitions and Interpretation

1.1 The definitions and rules of interpretation in this condition applyin these terms and conditions (“Conditions”):

the “Company” means Pipeline Engineering & Supply Co Limited;

“Company Equipment” means any equipment, systems, cabling or facilities provided by the Company and used directly or indirectly in the supply of the Services;

“Company’s Premises” means land or buildings owned or occupied by the Company;

the “Contract Price” means the price in respect of the Goods and Services, inclusive of packaging, marketing, handling, freight and delivery, insurance and any other applicable costs and charges but excluding Value Added Tax;

“Confidential Information” means all information obtained by the Contractor from the Company or any other third party company or organisation relating to and connected with the Contract and the Goods/Services, including but not limited to the Contract itself and the provisions of the Contract;

the “Contract” means the agreement concluded between the Company and the Contractor for the supply of Goods/Services, including without limitation the Conditions (to the extent that they are not expressly excluded or modified), the Purchase Order and (where applicable) any deed of variation and all specifications, plans, drawings and other documents which are incorporated into the agreement;

the “Contractor” means the person, firm or company who agrees to supply the Goods and/or Services provided for in the Contract and includes any person to whom all or part of the Contractor’s obligations are assigned pursuant to Condition 6;

"Company Property” means any equipment, systems, cabling, facilities, documentation or other materials issued or otherwise furnished in connection with the Contract by or on behalf of the Company, and used directly or indirectly in the supply of Goods and/or Services;

“Document” means any document in writing, any drawing, map, plan, diagram, picture or other image, tape, disk or other device or record embodying information in any form;

“Intellectual Property Rights” means patents, trade marks, service marks, design rights (whether registerable or not), applications for any of those rights, copyright, database rights, know how, trade and business names and other similar rights or obligations, whether registerable or not, in any country, including but not limited to, the United Kingdom;

the “Goods" means the goods to be supplied under the Contract;

the “Services" means the services to be supplied under the Contract.

“Purchase Order” means the document detailing the purchase order placed by the Company for the purchase of the Goods and/or Services and made subject to the Conditions.

(2) The interpretation of the Conditions shall be subject to the following provisions:

(a) a reference to any statute, enactment, order, regulation, standard or similar instrument shall be construed as a reference to the statute, enactment, order, regulation, standard or instrument as subsequently amended or re-enacted;

(b) the headings in these Conditions are for ease of reference only and shall not affect the interpretation or construction of the Contract;

(c) references to “person”, includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and persons representatives, successors and permitted assigns;

(d) the schedules form part of the Contract and shall have effect as if set out in the body of these Conditions and any reference to the Contract includes the schedules;

(e) references to conditions and schedules are to the conditions and schedules of the Contract.

2. Application of Conditions

(1) These Conditions shall:

(a) apply to and be incorporated into the Contract;

(b) prevail over any inconsistent terms and conditions contained or referred to in the Contractor's quotation, confirmation of order, specification or other document supplied by the Contractor or implied by law, trade, custom, practice or course or dealing.

(2) The Contractor's quotations for Goods and/or Services constitutes an offer by the Contractor to supply the Goods and/or Services specified in it on these Conditions. No offer placed by the Contractor shall be accepted by the Company other than by the Company issuing a written and executed purchase order or acceptance of the quotation for Goods and/or Services at which point a contract for the supply and purchase of those Goods and/or Services on these Conditions will be established. The Contractor's standard terms and conditions (if any) attached to, enclosed with or referred to in any quotation, specification or other documentation, shall not govern the Contract.

3. Commencement and Duration

(1) The Goods and/or Services supplied under the Contract shall be provided by the Contractor to the Company from the date specified in the Purchase Order.

(2) The Goods shall be delivered and Services performed by the Contractor at the time, or in a period specified in the Contract and the time of delivery of the Goods and/or performance of the Services shall be of the essence in the Contract.

4. Acts by the Company

Any decision, act or thing which the Company is required or authorised to take or do under the Contract may be taken or done by any person authorised, either expressly or impliedly, by the Company to take or do that decision, act or thing.

5. Service of Notices and Communications

6. Assignment & Sub-contracting

(1) The Contractor shall not give, bargain, sell, assign, sub-contract or otherwise dispose of the Contract or any part thereof without the previous agreement in writing of the Company.

(2) The Contractor shall not use the services of self-employed individuals in connection with the Contract without the previous agreement in writing of the Company.

(3) Without prejudice to the provisions of this Condition 6, if the Contractor uses a sub-contractor for the purpose of providing the Goods/Services, the Contractor shall include in the relevant contract a provision which requires the Contractor to pay for those goods or services within 60 days of the Contractor receiving a correct invoice from the sub-contractor, or within such other period as the Company may specify.

(4) The Contractor shall be responsible for the acts and omissions of his sub-contractors as though they were his own.

(5) The Company may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

7. Waiver

(1) A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

(2) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

8. Severability

9. Amendments and Variation

No amendment or variation to the terms of the Contract including these Conditions shall be valid unless specifically written in a supplemental deed of variation validly executed by both parties to the Contract. These Conditions, the Purchase Order and where appropriate the Deed of Variation, supersede all previous agreements and understandings between the parties.

10. Invoices & Payment

(1) The Contractor shall submit invoices to reach the Company by the end of the month in which the Goods and/or Services were delivered. The Contractor shall ensure that any invoice it submits sets out: The Company’s Purchase Order or contract number; the amount (where not all of the Goods and/or Services have been supplied, sufficient information shall be provided to allow the Company to confirm the value of the Goods and/or Services supplied); the period to which the invoice relates; confirmation that the Goods and/or Services (or relevant part thereof referred to on the invoice) have been fully performed; confirmation when outstanding Goods and/or Services will be supplied.

(2) In consideration for the supply of the Goods and/or Services by the Contractor, the Company shall pay the amount after receiving a correctly submitted invoice as set out in paragraph (1) of this Condition. Such payment shall be made 67 days either from the end of the month of delivery of the Goods/Services or from the end of the month in which the correctly submitted invoice was received, whichever is the later, unless the Contract has been properly varied in advance in accordance with Condition 9.

(3) The Contractor shall not be entitled to charge for the supply of any goods or services that are not part of the Goods and/or Services agreed within the Contract, unless the Contract has been properly varied in advance in accordance with Condition 9.

(4) The Company may reduce payment in respect of any Goods/Services that the Contractor has either failed to provide or (in the Company's sole opinion) the Contractor has provided inadequately, without prejudice to any other rights or remedies of the Company.

(5) If the Contractor believes that payment for a correctly submitted invoice is overdue, he should, in the first instance, speak to the named contact on the Purchase Order. In the event that the problem is not resolved to the Contractor's satisfaction, he should write to the Finance Director at the Company, setting out his case.

(6) Variations as a result of currency fluctuations shall only be considered if the adjustment of Contract Prices as a result of currency fluctuations is explicitly stated and defined within the Contract. Where provision is included, any increases or decreases will apply only between the date of the Contract and the actual or promised delivery date, whichever is the earlier. Any price adjustments must be shown separately and agreed with the Company prior to submission of the relevant invoice.

(7) For the purpose of calculating any statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998, the relevant date for the payment of the debt shall be deemed to be the last day of a period of 67 days commencing from the end of the month in which the Company received the invoice, or, if the Contractor had not supplied the Goods and/or Services before submitting the invoice, the last day of a period of 67 days commencing from the end of the month in which the Contractor supplied the Goods and/or Services.

11. Accounts

(1) The Contractor shall keep full and proper accounts, records and vouchers relating to all expenditure reimbursed by the Company and all payments made by the Company in respect of the Goods/Services.

(2) The Contractor shall permit the Company by its employees and agents or independent auditor on request and at all reasonable times to examine all accounts, records and vouchers at the offices of the Contractor or at such other places as the Company shall direct, and to take copies of such accounts, records and vouchers and the Contractor shall provide the Company or its independent auditor with such explanations relating to that expenditure as the Company may request.

(3) The Contractor shall ensure that the said accounts, records and vouchers are available for a period of six years after termination or expiry of the Contract.

12. Recovery of Sums Due

(1) Whenever under the Contract or otherwise any sum of money shall be recoverable from or payable by the Contractor, such sum may be deducted from any amount then due, or which at any time thereafter may become due, to the Contractor under this Contract or any other agreement or arrangement with the Company.

(2) Any over-payment by the Company to the Contractor whether in respect of the charges or Value Added Tax shall be a sum of money recoverable from the Contractor pursuant to paragraph (1) of this Condition or otherwise.

13. Value Added Tax

(1) Where value added tax is applicable, the Company shall pay to the Contractor, in addition to the charges, a sum equal to the Value Added Tax chargeable on the value of the Goods and/or Services provided in accordance with the Contract.

(2) Any invoice or other request for payment of monies due to the Contractor under the Contract shall, if he is a taxable person, be in the same form and contain the same information as if the same were a tax invoice for the purposes of regulations made under the Value Added Tax Act 1994.

(3) The Contractor shall, if so requested by the Company, furnish such information as may reasonably be required by the Company relating to the amount of Value Added Tax chargeable on the Goods and/or Services.

14. Progress Report

(1) Where formal progress reports are required by the Contract, the Contractor shall render such reports at such time and in such form as may be specified by the Company, or as otherwise agreed between the Contractor and the Company.

(2) The submission and acceptance of progress reports shall not prejudice any rights of the Company under the Contract.

15. Delivery of Goods

(1) The Goods shall be delivered at such times, at such places and in such manner as is specified in the Contract or, upon giving reasonable notice, as requested by the Company. The Contractor shall off-load the Goods at its own risk as directed by the Company.

(2) If the Goods are not delivered on the due date then, without prejudice to any other rights which it may have, the Company reserves the right to:

(a) cancel the Contract in whole or in part;

(b) refuse to accept any subsequent delivery of Goods which the Contractor attempts to make;

(c) recover from the Contractor any expenditure reasonably incurred by the Company in obtaining the Goods in substitution from another source; and/or

(d) claim damages for any additional costs, loss or expenses incurred by the Company which are in any way attributable to the Contractor's failure to deliver the Goods on the due date.

(3) Any access to the Company’s Premises or any other specified place of delivery and any labour and equipment provided by the Company in connection with delivery shall be provided without acceptance by the Company of any liability in respect of any actions, claims, demands, costs and expenses incurred by third parties (including any agent of the Company) for any loss or damages to the extent that such loss or damage is not attributable to the negligence or other wrongful act of the Company or any servant or agent thereof.

(4) Where any access to Company Premises or any other specified place of delivery is necessary in connection with delivery or installation, the Contractor and his sub-contractors shall at all times comply with the reasonable requirements of the Company, with regard to security and health & safety.

(5) Written receipt shall be the only evidence that delivery had been properly made, provided that in the case of packed Goods such receipt shall be evidence of receipt of the packaging only.

(6) All Goods must be accompanied by a delivery advice showing clearly the Contractor’s name, together with the Company's Purchase Order number. Non-compliance shall render the consigned Goods liable to rejection under Condition 17.

(7) Unless otherwise provided in the Contract, the Company will not be obliged to return any containers (including packing cases, boxes, pallets, tins, drums and wrappings) supplied by the Contractor, and the cost of such containers shall be considered as having been included in the charges.

(8) If the Contractor requires the Company to return any packaging material to the Contractor, that fact must be clearly stated on any delivery note delivered to the Company and any such packaging material shall only be returned to the Contractor at the cost of the Contractor.

(9)_Where the Company agrees in writing to accept delivery by installments, the Contract shall be construed as a single contract in respect of each installment. Nevertheless, failure by the Contractor to delivery any one installment shall entitled the Customer at its option to treat the whole Contract as repudiated.

(10) If the Goods are delivered to the Company in excess of the quantities ordered, the Company shall not be bound to pay for the excess and any excess shall be and shall remain at the Contractor's risk and shall be returnable at the Contractor's expense.

16. Inspection of Goods

(1) The Company may inspect, witness and/or test, or arrange for the inspection, witnessing and/or testing of all or any of the Goods in the course of production at the Contractor's premises, or the premises where the Goods are being produced, at any reasonable time.

(2) Without prejudice to the Company’s right under (1) of this Condition, the Company may inspect, witness and/or test, or arrange for the inspection, witnessing and/or testing of all or any of the Goods at the Contractor's premises or premises where the Goods have been produced, or after delivery, or as otherwise provided in the Contract.

(3) When the Company wishes to exercise its rights under this Condition, the Contractor shall give the Company full and free access to the said premises as and when required for that purpose and shall provide at its own expense all such accommodation and facilities in connection with the inspection, witnessing and/or testing and all appliances, materials and labour required for such activities purposes as the Company may reasonably require.

(4) The Company shall not be deemed to have accepted the Goods until it has had 30 days to inspect them following delivery.

17. Rejection of the Goods

(1) The Company may reject any Goods which on inspection are found not to conform with the requirements of the Contract.

(2) The Company may reject the whole of any consignment of the Goods if an inspection shows that:

(a) such proportion or percentage of the Goods in that consignment as the Contract may specify as being appropriate for the purposes of this Condition; or

(b) such samples taken indiscriminately from that consignment by the Company,

do not conform with the requirements of the Contract.

(3) The Customer shall also have the right to reject the Goods as though they had not been accepted for 30 days after any latent defect in the Goods has become apparent.

(3) When under this Condition the Company rejects any Goods or consignment after delivery, the Contractor shall, subject to the provisions of paragraph (7) of this Condition, at his own expense remove the rejected Goods and shall do so within such period as is provided by the Contract or, if the Contract makes no such provision, within 4 working days of the Company’s notice of rejection.

(4) If the Contractor fails to remove the Goods or any of them in accordance with paragraph (3) of this Condition, the Company may return the rejected Goods or any of them to the Contractor at the Contractor's risk, the cost of carriage being recoverable by the Company from the Contractor.

(5) When under this Condition the Company rejects any Goods or consignment after delivery, the Contractor shall at its own expense deliver in the place of the rejected Goods, Goods which conform with the requirements of the Contract and shall do so within the period for delivery stipulated in the Contract or within such further reasonable period as the Company may allow.

(6) If the Contractor considers himself aggrieved by a rejection under this Condition, he may give the Company notice of objection. Such notice shall be given within 4 working days from the Company’s notice of rejection and before removing the rejected Goods from the Company. The objection shall constitute a dispute between the parties, which, if not otherwise resolved within a reasonable time, shall be dealt with in accordance with the provisions of the Contract relating to the settlement of disputes. If the Contractor gives notice of objection the Goods shall not be removed until the Company so requires.

(7) If any Goods whether completed or in course of production are rejected on inspection by the Company, the same shall, if the Company so requires, be marked in a manner satisfactory to the Company to ensure their subsequent identification as rejected Goods.

18. Loss or Damage to the Goods

(1) The Contractor is responsible for the Goods and any materials, equipment, fittings or things acquired or allocated by it for incorporation therein until delivery has been effected in accordance with Condition 15 and the Contractor shall make good any loss or destruction of or damage to the Goods or any such materials, equipment, fittings or things however sustained which may occur before such delivery.

(2) Paragraph (1) of this Condition shall apply notwithstanding that the Goods concerned may have been inspected in accordance with the Contract or that the property therein may have passed, in accordance with provisions specifically made in the Contract, from the Contractor to the Company or its agent earlier than upon delivery.

(3) Unless the Contract specifically provides otherwise, the Contractor is not responsible for the Goods after delivery save that he shall become responsible in all respects for any Goods which under Condition 17 the Company rejects after delivery, and such responsibility shall take effect upon the Contractor:

(a) removing the Goods in accordance with paragraph (3) of Condition 15; or

(b) upon the returning of the Goods to the Contractor in accordance with paragraph (4) of Condition 17; or

(c) if he fails so to remove the Goods, or if the Company does not exercise the right to return the Goods, on the expiry of the period provided by the Contract or, where no such period is provided, on the expiry of the 4th working day after the Company’s notice of rejection of the Goods.

(4) Notwithstanding the provisions of paragraph (3) of this Condition, the Contractor shall not be responsible for any Goods which remain in the possession of the Company after the Company has rejected them for so long as they so remain after notice of objection to the rejection has been given under paragraph (6) of Condition 17 and the dispute between the parties relating to the rejection remains unresolved.

19. Acceptance of the Goods

(1) Acceptance of the Goods or a consignment of Goods shall take place when the Company confirms acceptance of the Goods in accordance with the procedure specified in the Contract, and if none is so specified, the Company shall be deemed to have accepted the Goods or a consignment of Goods without prejudice to any remedies, on the occurrence of any of the following:

(a) the Company takes the Goods into use;

(b) the Company fails to exercise its right of rejection of the Goods under Condition 17 within any period specified for that purpose in the Contract;

(c) where no period for exercising the right of rejection is specified in the Contract a reasonable time has elapsed since delivery of the Goods was effected in accordance with the manner specified under Condition 15 or in accordance with the Contract.

20. Marking of Goods

If so required by the Contract, the Contractor shall at its own expense mark or permit the representative of the Company to mark all approved materials, Goods or parts thereof with recognized marks. In the case of materials, Goods or parts thereof which cannot be so marked, the same shall, if so required by the Company, be packed in suitable packages or cases, each of which shall be sealed and shall have marks, as specified by the Company, placed on the seals.

21. Identification of the Goods

All Goods which customarily have any mark, tab, brand, label or other device indicating place of origin, inspection by any body or standard of quality must be delivered with all the said marks, tabs, brands, labels or other devices intact.

22. Provision of Services

(1) The Contractor shall provide the Services in accordance with and as specified in the Contract to the satisfaction of the Company whose decision shall be final and conclusive. Under the Contract, the Company shall have the power to inspect and examine the performance of the Services at the Company 's Premises at any reasonable time or, provided that the Company gives reasonable notice to the Contractor, at any other premises where any part of the Services is being performed.

(2) If the Company informs the Contractor that the Company considers any part of the Services to be inadequate or in any way differing from the Contract, and this is other than as a result of default or negligence on the part of the Company, the Contractor shall at his own expense re-schedule and perform the work correctly within such reasonable time as may be specified by the Company.

(3) The Company may at any time demand that the Contractor suspend the provision of the Services. If the Company exercises such right to suspend the provision of the Services or any part of them, or if the Contractor is delayed in proceeding with the provision of the Services by the Company (otherwise than as a consequence of a breach of the Contract, or a breach of duty or fault or negligence on the part of the Contractor), the Company shall be responsible for direct loss incurred by the Contractor as a result of such suspension or delay. Subject to the Contractor taking reasonable steps to mitigate its loss, the Contractor will be able to recover from the Company under this Condition only for those losses which:

(a) were reasonably foreseeable by the Company as arising as a direct result of the suspension or delay;

(b) relate to the cost of any commitments entered into by the Contractor which cannot be met as a result of the suspension or delay and in respect of which the Contractor cannot obtain a refund (where the Contractor has already paid in relation to the commitment) or is obliged to pay (where the Contractor has not already paid in relation to the commitment); and

(c) shall not exceed the price balance of the price paid for the Services less the amount actually paid by the Company.

The provisions of this Condition shall not apply where the reason for the suspension of the Services arises from circumstances beyond the control of the Company.

(4) If the performance of the Contract by the Contractor is delayed by reason of any act on the part of the Company or by industrial dispute (other than by an industrial dispute occurring within the Contractor’s or its sub-contractor’s organisation) or any other cause which the Contractor could not have prevented then the Contractor shall be allowed a reasonable extension of time as specified by the Company for completion. For the purposes of this Condition, the Contractor shall be deemed to have been able to prevent causes of delay that are within the reasonable control of the Contractor’s staff, agents and sub-contractors.

(5) Timely provision of the Services shall be of the essence of the Contract, including in relation to commencing the provision of the Services within the time agreed or on a specified date.

(6) The Contractor warrants that it shall provide the Services with all due skill, care and diligence, and at all times, in accordance with the Contract, good industry practice and legal requirements.

(7) Without prejudice to the provision of Condition 12(1), the Contractor shall reimburse the Company for all reasonable costs incurred by the Company which have arisen as a direct consequence of the Contractor’s delay in the performance of the Contract which the Contractor had failed to remedy after being given reasonable notice by the Company.

23. Contractor's Personnel

(1) The Company reserves the right to refuse to admit to the Company’s Premises any person employed by the Contractor or its sub-contractors, whose admission would be undesirable in the opinion of the Company.

(2) If and when requested by the Company, the Contractor shall provide a list of all persons who may at any time require admission in connection with the performance of the Contract to the Company’s Premises, specifying the role in which each such person is concerned with the Contractor and giving such other reasonable particulars as the Company may require.

(3) If the Contractor fails to comply with paragraph (2) of this Condition and the Company decides that such failure is prejudicial to its interests, the Company may immediately terminate the Contract by notice in writing to the Contractor, provided that such termination shall be without prejudice to any accrued rights of, or to any rights that shall accrue thereafter to, the Company.

(4) Personnel Protective Equipment (PPE) is required on all Company Premises. The Contractor shall ensure that all personnel requiring admission in connection with the performance of the Contract to the Company Premises are provided with PPE in accordance with the Company’s requirements and free of cost to the Company. In the event that Contractor’s personnel arrive at site without the appropriate PPE, the Company reserves the right to either deny access to Company Premises or issue appropriate PPE to the Contractor, with the reasonable costs associated with the supply of such items being recovered by the Company from the Contractor in accordance with Condition 12.

24. Transfer of Services

(1) Where the Company intends to continue with services equivalent to any or all of the Services after termination or expiry of the Contract, either by performing them itself or by the appointment of a replacement contractor, the Contractor shall use all reasonable endeavours to ensure that the transition is undertaken with the minimum of disruption to the Company.

(2) The contractor shall co-operate fully during the transition period and provide full access to all data, documents, manuals, working instructions, reports and any information, whether held in electronic or written form, which the Company considers necessary.

25. Specification and Quality Assurance

(1) The Goods/Services shall be of the quality and kinds described and equal in all respects to the description, specification, quantities, patterns and Contractor’s samples which form part of the Contract or are otherwise relevant for the purpose of the Contract. Except in so far as may otherwise be indicated by such descriptions, specifications, patterns or Contractor’s samples, the Goods/Services shall be strictly in compliance with the latest British Standards (or equivalent international Standard) where such exist.

(2) In the absence of any specifications, all Goods/Services shall be the best of their respective kind, complying with the latest appropriate British Standard (or equivalent international Standard) and shall, in all cases, be to the reasonable satisfaction of the Company for the purpose as described in the Purchase Order.

(3) The Contractor shall ensure that the design, construction, quality and safety of any Goods manufactured or supplied or any Services provided by it comply with any rule or regulations which may be in force at the time.

(4) The Contractor shall, if so requested by the Company, furnish details of its quality management system and produce evidence, if appropriate, of certification to BS5750/EN29000/ ISO9000 or equivalent.

26. Default by Contractor

(1) If the Contractor commits a material breach of any term of the Contract, either in relation to time of delivery or otherwise, the Company shall be entitled (whether or not the Goods or Services have been accepted by the Company and whether the property in the Goods has passed to the Company) to take any of the following actions at its discretion:-

(a) terminate the contract under Condition 28;

(b) return Goods which do not conform to the Contract or any part thereof to the Contractor. The Contractor shall pay any costs incurred in the return of such Goods and the Company shall be entitled to be repaid in full for any Goods so returned;

(c) give the Contractor the opportunity to replace, repair or reinstate the non-conforming Goods at the Contractor’s expense so that they comply with the terms of the Contract;

(d) refuse to accept any further deliveries of Goods/Services without any liability to the Contractor;

(e) carry out at the Contractor’s expense such work as may be necessary to make the Goods or provision of Services comply with the Contract;

(f) claim such damages, cost and expenses as the Company may have sustained in consequence of any breach of the terms of the contract or failure by the Contractor to meet any statutory or other legal obligations specified or implied by law;

(2) These rights shall be in addition to and without prejudice to any rights the Company may have.

27. Termination for Insolvency or Change of Control

(1) The Contractor shall notify the Company in writing immediately upon the occurrence of any of the following events:

a) where the Contractor is an individual, if a petition is presented for his bankruptcy, or he makes any composition or arrangement with or for the benefit of creditors, or makes any conveyance or assignment for the benefit of creditors, or if any party takes steps to appoint an administrator to manage the Contractor's affairs; or

b) where the Contractor is not an individual but is a firm or a number of persons acting together, if any event in Condition 27(1)(a) or (c) occurs in respect of any partner in the firms or any of those persons, or if a petition is presented for the Contractor to be wound up as an unregistered company; or

c) where the Contractor is a company or a limited liability partnership, if the company or limited liability partnership enters administration or passes a resolution to wind up or the court makes an administration order or a winding-up order, or the company or limited liability partnership makes a composition or arrangement with its creditors, or any party takes any steps to appoint an administrative receiver, receiver or manager or possession is taken of any of its property under the terms of a floating charge; or

d) the Contractor undergoes a change of control, where “control” has the meaning given in Section 416 of the Income and Corporation Taxes Act 1988.

(2) After receipt of the notice under paragraph (1) above or earlier discovery by the Company of the occurrence of any of the events described in that paragraph, the Company may, by notice in writing to the Contractor, terminate the Contract with immediate effect without compensation to the Contractor and without any prejudice to any right or action or remedy which may accrue to the Company thereafter. The Company’s right to terminate the Contract under Condition 27(1)(d) will exist until the end of a period of three months starting from receipt of the notice provided by the Contractor pursuant to Condition 27(1), or such other period as is agreed by the parties.

28. Termination for Breach of Contract

If either party commits a material breach of any term of the Contract which is either not capable of remedy, or, if it is capable of remedy, he fails to remedy such breach within 28 days of being notified by the other party in writing to do so, that other party shall be entitled to terminate the Contract with immediate effect by notice in writing to the party that committed the breach and without prejudice to any other rights or remedies of either party in respect of the breach concerned or otherwise in relation to the Contract.

29. Cancellation

Notwithstanding the provisions of clause 22(3), the Company shall be entitled to terminate the Contract by giving to the Contractor not less than 28 days' notice in writing to that effect without prejudice to any rights or remedies of the Contractor for breach of contract.

30. Termination

On termination of the Contract for any reason, the Contractor shall immediately deliver to the Company:

(1) all copies of the information and data provided by the Company to the Contractor for the purpose of the Contract. The Contractor shall clarify to the Company that it has not retained any copies of information or data, except for one copy which the Contractor may use for audit purposes only and subject to the confidentiality provisions in the Contract.

(2) all specifications, programs (including source codes) and other Documents existing at the date of such termination, whether or nor then complete. All Intellectual Property Rights in such materials shall automatically pass to the Customer (to the extent that they have not already done so) who shall be entitled to enter the premises of the Supplier and take possession of them.

(3) If the Contractor fails to fulfill its obligations under clause 30, then the Company may enter the Contractor's premises and take possession of any items which should have been returned under it. Until they have been returned or repossessed, the Contractor shall be solely responsible for their safe keeping.

(4) Termination of the Contract, however it arises, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provisions expressly stated to survive, or implicitly surviving termination.

31. Dispute Resolution

(1) The parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract.

(3) The supply of the Goods/Services shall not cease or be delayed by the reference of a dispute to arbitration pursuant to paragraph (2) of this Condition.

32. Confidentiality

(1) The Contractor agrees not to disclose any Confidential Information to any third party without the prior written consent of the Company. To the extent that it is necessary for the Contractor to disclose Confidential Information to its staff, agents and sub-contractors, the Contractor shall ensure that such staff, agents and sub-contractors are subject to the same obligations as the Contractor in respect of all Confidential Information.

(2) Condition 32 (1) shall not apply to information which:

(a) is or becomes public knowledge (otherwise than by breach of these Conditions);

(b) is in the possession of the Contractor, without restriction as to its disclosure, before receiving it from the Company;or

(c) is required by law to be disclosed.

(3) The obligations contained in this Condition shall continue to apply after the expiry or termination of the Contract.

(4) The Contractor shall not handle or examine any Company document or thing bearing a classification of “Confidential” or “Private”, without the prior written consent of the Company. Where such consent is granted, the Contractor shall not handle or examine said document or thing other than in a Company premises and the Contractor shall not remove any such document or thing from such Company premises without the prior written consent of the Company.

(5) The Contractor shall not communicate with representatives of the general or technical press, radio, television or other communications media, with regard to the Contract, unless previously agreed in writing with the Company.

(6) The Contractor shall not make reference to the Contract, or use any media (e.g. photographs, drawings, calculations, models etc), whether in whole or in part, in any literature, presentation, brochure etc. unless previously agreed in writing with the Company.

(7) Except with the prior consent in writing of the Company, the Contractor shall not make use of the Contract or any Confidential Information otherwise than for the purposes of supplying the Goods and/or carrying out the Services.

33. Company Property

(2) All Company Property shall be deemed to be in good condition when received by or on behalf of the Contractor unless he notifies the Company to the contrary within 2 days or such other time as is specified in the Contract.

(3) The Contractor undertakes to return any and all Company Property on completion of the Contract or on any earlier request by the Company.

(4) The Contractor shall, except as otherwise provided for in the Contract, repair or replace or, at the option of the Company, pay compensation for all loss, destruction or damage occurring to any Company Property caused or sustained by the Contractor, or by his servants, agents or sub-contractors, whether or not arising from his or their performance of the Contract and wherever occurring, provided that if the loss, destruction or damage occurs at the Company’s Premises or any other Company premises, this Condition shall not apply to the extent that the Contractor is able to show that any such loss, destruction or damage was not caused or contributed to by his negligence or default or the negligence or default of his servants, agents, or sub-contractors.

(5) If the Company reimburses the Contractor for the cost of any equipment, such equipment shall become the property of the Company and the Contractor shall on request deliver such equipment to the Company. The Contractor shall keep a proper inventory of such equipment and shall deliver that inventory to the Company on request and on completion of the Contract.

34. Indemnities and Insurances

(1) The Contractor shall hold harmless and indemnify the Company on demand from and against all claims, demands, proceedings, actions, damages, costs (including legal costs), expenses and any other liabilities arising from claims made by the Company’s staff or agents, or by third parties, in respect of any death or personal injury, or loss or destruction of or damage to property, or any other loss, destruction or damage, including but not limited to financial losses which are caused, whether directly or indirectly, by the breach of contract or breach of duty (whether in negligence, tort, statute or otherwise) of the Contractor, its employees, agents or sub-contractors.

(2) The Contractor shall be liable to the Company for any loss, damage, destruction, injury or expense, whether direct or indirect, (and including but not limited to loss or destruction of or damage to Company Property, which includes data) arising from the Contractor’s breach of contract or duty (whether arising in negligence, tort, statute or otherwise).

(3) The Contractor shall not be liable for any loss, damage or delay suffered by the Company to the extent that such loss, damage or delay is attributable to instructions given by or on behalf of the Company.

(4) Nothing in these Conditions nor in any part of the Contract shall impose any liability on any member of the staff of the Company or its representatives in their personal capacity.

(5) The Contractor shall indemnify the Company against all proceedings, actions, claims, demands, costs (including legal costs), charges, expenses and any other liabilities arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property. Right used by or on behalf of the Contractor for the purpose of the Contract, providing that any such infringement or alleged infringement is not knowingly caused by, or contributed to by, any act of the Company.

(6) The Contractor shall effect with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Contractor in respect of the indemnities provided under the Contract, which in any event shall not be less than £1,000,000, and shall at the request of the Company produce the relevant policy or policies together with receipt or other evidence of payment of the latest premium due there under.

(7) Except in relation to death or personal injury as referred to in Condition 34 (1), and subject to Conditions 22(3), 35 (5) and Conditions 44 (6) the Company's liability under this clause shall be limited to a sum equal to the Contract Price, or such other sum as may be specifically written in a supplemental deed of variation in accordance with Condition 9.

35. Force Majeure

The Company reserves the right to defer the date of performance of, or payment for, the Goods and/or Services or to terminate the Contract, if it is prevented from or delayed in carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving workforce of the Customer or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers of subcontractors.

36. Bonds and Guarantees

(1) Where requested in the Contract, the Contractor shall provide the Company with the bond or guarantee of a reputable insurance company, bank or other surety, as approved by the Company, for the due performance of the Contract. Unless otherwise specified in the Contract, the terms of the bond or guarantee shall be the Company’s standard form of performance bond. Unless otherwise specified in the Contract the Contractor shall provide the bond or guarantee at the Contractor’s own expense.

(2) Where a bond or guarantee is to be provided, amount of the bond, the period of validity, the procedure to be followed for its forfeiture, the arrangements for its release and the currency of any monetary transactions involved shall be specified in the Contract.

(3) If the Contractor shall fail to provide the bond or guarantee within 15 days after the date of the Purchase Order or within such further period as may be advised by the Company, the Company shall be entitled to treat this as a default by the Contractor.

37. Corrupt Gifts and Payments of Commission

(1) The Contractor shall not:

a) offer or give, or agree to give, to any person employed by or on behalf of the Company any gift or consideration of any kind as an inducement or reward for doing, or having done, or not doing, any act in relation to the obtaining or execution of this Contract or any other contract with the Company, or for showing or not showing favour or disfavour to any person in relation to this Contract or any other contract with the Company;

b) enter into the Contract or any other contract with the Company in connection with which commission has been paid, or agreed to be paid by him or on his behalf, or to his knowledge, unless, before the Contract is made, particulars of any such commission and the terms and conditions of any agreement for the payment thereof, have been disclosed in writing to a Director of the Company

Nothing contained in this Condition shall prevent the Contractor paying such commission or bonuses to his own staff in accordance with their agreed contracts of employment.

(2) Any breach of this Condition by the Contractor, or by anyone employed by him or acting on his behalf (whether with or without his knowledge), or the commission of any offence by the Contractor or by anyone employed by him or acting on his behalf under the Prevention of Corruption Acts 1889-1916, in relation to this Contract or any other contract with the Company, shall entitle the Company to terminate the Contract with immediate effect and recover from the Contractor the amount of any loss resulting from such termination and the amount of the value of any such gift, consideration or commission as the Company shall think fit.

(3) Where the Contract has been terminated under paragraph (2) of this Condition, there shall be deemed to be a failure to commence the supply of the Goods or Services, enabling the Company to terminate the Contract with immediate effect and the Company will not be obliged to pay the charges.

(4) In any dispute, difference or question arising in respect of:

a) the interpretation of this Condition (except so far as the same may relate to the amount recoverable from the Contractor under paragraph (2) of this Condition in respect of any loss resulting from such determination of the Contract); or

b) the right of the Company to determine the Contract; or

c) the amount or value of any gift, consideration or commission,

the decision of the Company shall be final and conclusive.

38. Special Provisions

In the case of any conflict or inconsistency between these general Conditions and any specific terms of the Contract set out in the Purchase Order or deed of variation (if any) the latter shall prevail. In the event of any conflict between the Purchase Order and any deed of variation, the latter shall prevail.

39. Conflict of Interest

(1) The Contractor shall ensure that there is no conflict of interest as to be likely to prejudice his independence and objectivity in performing the Contract and undertakes that upon becoming aware of any such conflict of interest during the performance of the Contract (whether the conflict existed before the award of the Contract or arises during its performance) he shall immediately notify the Company in writing of the same, giving particulars of its nature and the circumstances in which it exists or arises and shall furnish such further information as the Company may reasonably require.

(2) Where the Company is of the opinion that the conflict of interest notified to it under paragraph (1) above is capable of being avoided or removed, the Company may require the Contractor to take such steps as will, in its opinion, avoid, or as the case may be, remove the conflict and:

a) if the Contractor fails to comply with the Company’s requirements in this respect; or

b) if, in the opinion of the Company, it is not possible to remove the conflict,

the Company may terminate the Contract immediately and recover from the Contractor the amount of any loss resulting from such termination.

(3) Notwithstanding paragraph (2) of this Condition , where the Company is of the opinion that the conflict of interest which existed at the time of the award of the Contract could have been discovered with the application by the Contractor of due diligence and ought to have been disclosed as required by the tender documents pertaining to it, the Company may terminate the Contract immediately for breach of a fundamental condition and, without prejudice to any other rights, recover from the Contractor the amount of any loss resulting from such termination.

40. Intellectual Property Rights

(1) The Contractor shall ensure that all royalties licence fees or similar expenses in respect of Intellectual Property Rights used in connection with the Contract have been paid and are included with the Contract Price.

(2) Subject to any pre-existing rights of third parties and of the Contractor, the Intellectual Property Rights in all reports, documents and other materials which are generated or acquired by the Contractor (or any of its sub-contractors or agents) in the performance of the Contract shall belong to and be vested automatically in the Company, and the Contractor warrants to the Company that all staff, agents and sub-contractors are and will be engaged in relation to the Contract on terms which do not entitle any of them to any Intellectual Property Rights in any such report, document or other material. The Contractor hereby assigns any copyright that it owns in every such report, document and other material to the Company. The Contractor waives all moral rights relating to such reports, documents and other materials.

(3) If the Contractor in providing the Goods/Services uses any materials in which there are pre-existing Intellectual Property Rights owned by itself, its agents, sub-contractors or third parties, it shall itself provide, or procure from such agent, subcontractor or third party a non-exclusive licence for, or, if the Contractor is itself a licensee of those Intellectual Property Rights, it shall grant a sub-licence to, the Company to use, reproduce, modify, adapt and enhance the material as the Company sees fit. Such licence or sub-licence shall be perpetual and irrevocable and granted at no cost to the Company.

(4) Any information (whether or not it is Confidential Information) collected or collated pursuant to the Contract (excluding any information which in the opinion of the Company is confidential to the Contractor or which has been communicated to the Contractor under a condition that it shall be confidential to the Contractor) shall be the property of the Company, and all original documents in whatever form which contain that information, including any computer tape or disk, any voice recording and any special computer program written to give access to the information, shall on request be deposited with the Company.

(5) Nothing in this Contract or done under the Contract shall be taken to diminish any copyright, patent rights or any other Intellectual Property Rights which would apart from this Contract vest in the Company.

41. Rights of Third Parties

42. Law and Jurisdiction

The Contract shall be governed by and construed in accordance with English Law.

43. Non-discrimination

The Contractor shall not unlawfully discriminate within the meaning and scope of the anti-discrimination legislation within the UK in relation to the provision of the Services or otherwise and shall take all reasonable steps to ensure that all servants, employees or agents of the Contractor and all sub-contractors employed in the execution of the Agreement do not unlawfully discriminate.

44. Data Protection

(1) In this condition references to “personal data”, “ data subjects” and “data processor” are to be interpreted as defined in the Data Protection Act 1998 (“the Act”) as the same may be amended or replaced from time to time. The Contractor shall comply with all relevant provisions of the Act and do nothing which causes, or may cause, the Company to be in breach of its obligations under the Act. In particular, to the extent that the Contractor acts as a data processor in respect of any personal data pursuant to the Contract, the Contractor shall only process such personal data as is necessary to enable it to fulfil its obligations under this Contract, and at all times in accordance with the Company's instructions.

(2) The Contractor warrants that it has appropriate technical and organisational measures in place to protect any personal data it is processing on the Company’s behalf against any unauthorised or unlawful processing and against any accidental loss, destruction or damage and undertakes to maintain such measures during the course of this Contract. The Contractor shall also take all reasonable steps to ensure the reliability of its staff having access to any such personal data.

(3) Upon reasonable notice the Contractor shall allow the Company access to any relevant premises owned or controlled by it to enable the Company to inspect its procedures described at Condition 44(2) above and will upon the Company’s request from time to time prepare a report for it on the technical and organisational measures it has in place to protect the personal data it is processing on the Company’s behalf.

(4) The Contractor shall at its own cost, at the Company’s request, assist the Company to comply with any requests for access to personal data under Section 7 of the Act and in particular shall respond to any such request promptly to enable the Company to comply with its obligations under the Act. When requested by the Company, the Contractor shall, at its own cost, promptly provide it with any personal data relating to this Contract.

(5) If the Contractor fails to comply with any provision of this Condition, the Company may terminate the Contract immediately in which event the provisions of Condition 28 shall apply.

(6) The Contractor shall indemnify the Company against all claims and proceedings, and all costs and expenses incurred in connection therewith, made or brought against the Company by any person in respect of the Act or equivalent applicable legislation in any other country which claims would not have arisen but for some act, omission, misrepresentation or negligence on the part of the Contractor or its sub-contractors and hold it harmless against all costs, losses and liability whatsoever incurred by it arising out of any action or inaction on its part in relation to any of its obligations as set out in this Contract which results in the Company being in breach of its obligations under the Act or equivalent applicable legislation in any other country.

(7) The Contractor warrants that it has submitted, pursuant to Section 18(1) of the Act, a notification to the Information Commissioner and shall keep that notification up to date.

(8) The Contractor shall not transfer any personal data outside the European Economic Area unless authorised in writing to do so by the Company.

(9) Upon the termination of this Contract for whatever reason the Contractor shall, unless notified otherwise by the Company or required by law, immediately cease any processing of the personal data on the Company’s behalf and as requested by the Company destroy or provide the Company with a copy on suitable media.

(10) The Contractor shall promptly carry out any request from the Company requiring it to amend, transfer or delete the personal data or any part of the personal data.

(11) Where the Contractor is required to collect any personal data on behalf of the Company, it shall ensure that it provides the data subjects from whom the personal data are collected with a data protection notice in a form to be agreed with the Company.

45. Other Legislation

The Contractor shall, and shall procure that its sub-contractors, agents and personnel, comply with all applicable law.

46. Contractor Status

47. Entire Agreement

The Contract constitutes the entire agreement and understanding between the parties and supersedes all prior written and oral representations, agreements or understandings between them relating to the subject matter of the Contract provided that neither party excludes liability for fraudulent misrepresentations upon which the other party has relied.

Terms of Use of our Website

1 Introduction

1.1 Please read these Terms and Conditions carefully before using the website operated by Pipeline Engineering. In particular, we draw your attention to paragraphs 3 (Content) and 4 (Limitation of Liability).

1.2 Without prejudice to the above, by using or accessing our website, you agree to be legally bound by these Terms and Conditions of use as they apply to your use of or access to our website.

1.3 If you do not wish to be bound by these Terms and Conditions then you may not use our website.

2 Access

The information on this website is made available to you on condition that it is accessed via Pipeline Engineering’s central server. Deep linking, or accessing this website other than through the central server and acknowledging Pipeline Engineering as the source of any content on this site, shall be deemed to be a breach of these terms and of Pipeline Engineering’s copyright in this website. Please read the Pipeline Engineering copyright notice.

3 Content

The information published on this website is provided for the convenience of its visitors and you are advised that, although care has been taken to ensure technical and factual accuracy, some errors may occur. No guarantee is given of the accuracy or completeness of information on these pages.

Please be aware that Pipeline Engineering may alter the information on its website from time to time, including these terms and conditions, copyright notice and privacy notice. It is your responsibility to check these terms and conditions and to remain in compliance with them from time to time.

4 Limitation of Liability

Pipeline Engineering shall have no liability arising from the use by any party of or reliance on the information on this website and so far as permitted by law excludes all liability for damages howsoever caused including without limitation any damage which is or represents loss of goodwill revenue or profit or failure to achieve any benefit expected from use of this website, loss of use of any asset, loss of data recorded on any computer or other machine, liability of any user of this website to any third party, any loss which is otherwise indirect, commercial, economic, special or consequential arising out of or in connection with the use by any party of any information provided on these pages.

5 Viruses

Pipeline Engineering uses reasonable endeavours to prevent contamination by known viruses and to maintain the security of the website but Pipeline Engineering does not warrant the information on this website in any way and in particular no warranty is given that the website or its contents or hypertext links are accurate, complete, virus free or uncontaminated, nor can we guarantee that the website may not be affected by deliberate damage by hackers, failure of plant, machinery, equipment or computers, power failure, failure of telecommunications lines or any criminal action. All liability for such damage is hereby expressly excluded.

You are advised to make your own virus checks and to implement your own precautions in this respect. Pipeline Engineering excludes all liability for contamination or damage caused by any virus or electronic transmission.

6 Hyperlinks

The incorporation of any links to other sites is for your convenience and reference only and does not imply that we approve or endorse the contents of that site or the material available from it and Pipeline Engineering does not control and is not responsible for the content of any such sites in terms of their accuracy, suitability, legality or otherwise.

7 Operation of Website

Although reasonable endeavours are used to maintain this website, Pipeline Engineering will not be liable for any losses caused by failure or stoppage of the website for any reason, including without limitation virus contamination, or deliberate damage by hackers, failure of hardware, software or systems, power failure, failure of telecommunications lines or any criminal action.

8 Law and Jurisdiction

Your use of this website is governed by the laws of England. You hereby consent to the exclusive jurisdiction of the English courts in all disputes arising out of or relating to the use of this website.

9 Copyright and Reproduction

You may copy individual sections of any document on the website either electronically or on hard copy provided that:

the integrity of the material is maintained, we are acknowledged as its source and Pipeline Engineering&