These Terms and Conditions relate to all our trading activities and are referred to within our quotations, letters, offers and proposals (collectively referred to as ‘the Letter’) to You describing the services that We offer to provide for your project (the ‘Services’), the Prices that We will charge You for them (‘the Price’), and when We will bill You. They apply to all Our work up to a Price of £1,000,000 unless stated otherwise in the Letter. Together the Letter and these Terms and Conditions make up the Agreement between us.
1. ‘You’ means the company, firm or legal person to whom the said Letter is addressed and Your address for service of proceedings shall be deemed to be the address set out in the Letter (unless subsequently agreed otherwise in writing). “We” and “Us” means Ingenious Power Engineering Limited (IPE and Ingenious are trading names of Ingenious Power Engineering Limited).
2. The date of Your agreement to these terms shall be the date that You;
2.1. Provide a valid purchase order
2.2. Execute an agreed set of contractual terms
2.3. Ask us to commence the Services,
2.4. Or failing any written notification from You, the date that We start working together with You or Your agent on Your project.
3. We will only take instructions from a person duly authorised by You to provide instructions.
4. We do not accept email disclaimers and will act on either email from You or Your staff dealing with us.
5. If You are instructing Us on behalf of a third party (the Client) you must send us full details of the Client and to where We should send invoices, and We reserve the right not to proceed once this information has been given. You warrant that You have full authority to act as agent for and on behalf of the Client at all times and in respect of all matters relating to the Project and that the Client accepts Our Terms and Conditions as set out in this document. In the event that the Client denies that he is in contract with Us You agree that you will pay our Prices.
6. We respectfully reserve the right to request a bank and (where appropriate) two trade references for new clients prior to commencement of the Services.
7. You undertake to provide to Us necessary information in a timely manner consistent with sound project management that enables Us to develop jointly a fixed general arrangement of Your requirements before We undertake any detailed design or project work. Abortive work will be charged as an additional Price.
8. You agree to pay the Price as set out in the said Letter or as otherwise agreed in writing/email. If we pay expenses/disbursements on your behalf You will pay Us 115% of all payments in doing so.
9. We undertake to exercise reasonable skill and care in the performance of our duties and to maintain all appropriate and legally required insurances including professional indemnity insurance (excluding claims relating to war, civil disorder, terrorism, asbestos and any fungus or spore, but in aggregate for claims relating to pollution and contamination) to the limit of liability given in clause 10 subject to our being able to obtain such insurance at rates that we judge to be commercially reasonable.
10. We will maintain the following minimum insurance cover:
10.1. £10 million Public Liability
10.2. £10 million Employers’ Liability
10.3. £1 million Contractor’s All Risk
10.4. £5 million Products Liability
10.5. £2 million Professional Indemnity
10.5.1. With respects to our professional indemnity Our total liability under or in connection with this Agreement, in tort, in negligence, for breach of statutory duty or otherwise shall be limited to £20,000, subject to Our total liability not being in excess of the amount, if any, actually recovered by Us in respect of the relevant claim through our policy of professional indemnity insurance in force at the time of the claim.
11. Our liability in respect of any claim under or in connection with this Agreement shall be further limited to the amount that We should properly and fairly pay having regard to Our responsibility for the events leading to the claim in question and the responsibility of other parties for those events and the amount that they should fairly pay, and on the assumption that other parties involved have paid for their fair share of the loss and are appointed on terms no less onerous than these Terms and Conditions, and hold no joint or co-insurances with the Client or each other. Our liability shall end 6 years from the completion of the Services or such earlier time as English law dictates.
12. You agree to look only to Us for redress for an alleged breach of this Agreement and you will not sue any of Our people.
13. The Services and Price may be modified if changes are agreed between us and recorded in writing or by email. Our letters/email to You recording Your agreement to changes will be taken as evidence of such changes having been agreed between us and You undertake to advise Us immediately if Our interpretation of such agreement is incorrect.
14. Either Party may at any time propose Variations by notice in writing to the other Party. Subject to paragraph 15, no Variation shall be effective unless agreed by both Parties in writing.
14.1. As soon as possible after having received a request for, or proposed, a Variation We will notify You:
14.1.1. if, in Our reasonable opinion, the Variation will involve an addition to or deduction from the cost of the agreed works; and
14.1.2. what it then considers to be the effect upon their completion date.
14.1.3 The Cost incurred by the Us in preparing a Variation requested by You shall be added to the Price whether or not You instruct Us to proceed with the Variation.
14.2 Within five (5) working days of Our notification, You must confirm in writing whether We are to proceed with the Variation. The Price shall be adjusted accordingly and any increase in the Price shall be paid with your instruction.
14.3. Any reduction in the Price shall be re-paid to You within twenty-one (21) days of the later of the agreement of the Variation and receipt by Us of a request from You to re-pay such reduction in Price. Where Plant or any work or service has been supplied or is being supplied or an order has been placed for it to be supplied, the Costs of the variation shall be paid by You at the rate of 115%. Once instruction is given Our obligations shall be deemed to have been modified to such an extent as would enable Us to fulfil Our obligations without any prejudicial effect upon them.
14.4. No Variation shall constitute or be construed as a waiver of any of the Terms and Conditions or obligations of either of us.
15. If before or during the carrying out Our Works, or their means of execution is affected by:
15.1. Force Majeure and/or
15.2. the existence of Adverse Ground Conditions; and/or
15.3. Change of Law; and/or
15.4. the absence of any Consents for the Non-Contestable Works or by the terms upon which they are granted or an inability to obtain access to any Premises.
16. You agree to pay Us a Price of £1,750 if You require Us to abandon or make widespread changes to these Terms and Conditions.
17. Payments are due on submission of Our invoices and those made later than 30 days from that date (“the Final Date for Payment”) will attract lump sum penalties and interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 at Bank Bas Rate + 8% per annum. Invoices shall be deemed to have been submitted within 2 working days of the invoice date.
18. You may not withhold payment after the final date for payment unless You have given Us notice at least 7 days before that time of the amount that You intend to withhold and the reasons for doing so. You must pay Us the balance no later than the Final Date for Payment. As soon as you receive Our invoice and in any case within 5 days of that time You must tell Us the amount paid or that You intend to pay.
19. You will pay the Price at the time(s) stated within the payment schedule and detailed within the offer provided within the Commercial Terms section. An invoice will be submitted to you upon confirmation of your acceptance of the quotation provided for payment.
20. Works will not commence until such time that the commercial terms have been met. In all cases, energisation will not be completed until such time that the balance of outstanding monies due have been settled in sufficient time to meet the target programme dates.
21. Ingenious accept no responsibility for delays to any project where the commercial terms have not been fully satisfied in accordance with Our Terms and Conditions.
22. In all cases, the adopting entities’ respective published commercial terms are to be acknowledge by You and these terms are in addition to Our Terms and Conditions. The adopting entities conditions are to be read in conjunction with Our Terms, both being applicable for the delivery of all construction projects.
23. Please note that all Prices for Our work is subject to the addition of Value Added Tax at the current rate.
24. No deductions are to be made for main contractors discount, retention, liquidated damages or any other reason without prior written agreement.
25. You may request that Our Works be carried out at times other than the normal working hours (08.00-16.30 Monday to Friday, public holidays excepted). We may carry out Our Works outside such hours if in the circumstances it shall be practicable to do so and its estimate of the Costs of doing so shall be added to the Price and be paid by You in advance of Our undertaking such work. If the Our estimate is too low it will require that You pay the shortfall of any re-estimate We made before the Work proceeds further.
26. This agreement shall be governed by English Law.
27. The Housing Grants, Regeneration and Construction Act 1996 provisions for adjudicating disputes shall be deemed to apply to disputes under or in connection with this Agreement.
28. Such disputes not settled following adjudication shall be settled by the English Courts.
29. All intellectual property rights in the data, reports and designs that We produce remain our property until full payment has been received in accordance with the terms and conditions of this agreement. You may use Our data, reports and designs produced in the course of the Services for purposes related to the Project provided that data, calculations and assessments may not be reproduced for any extension of the Project, nor shall you use our property for tendering purposes until you have paid in full for the completed work. No responsibility can be accepted, for any consequences, if You use the data, reports and designs for a purpose for which it was not intended or if a third party act upon its contents/recommendations without Our knowledge and express written agreement.
30. You may terminate this contract by giving Us notice of one month and by paying Us for all the work We have done up to the end of that time in relation to the Services. We may terminate the contract immediately if You take any steps to protect Yourself from the claims of creditors and all our work done but not paid for shall be a debt due to Us from You.
31. If the Project cannot reasonably be continued We will suspend the Services and You will pay us for work We have done up to the date of suspension and We will mutually agree the terms for resuming Our work when circumstances permit.
32. We may suspend work if You do not pay us on time and You agree that we can terminate without penalty if that breach continues after We give You reasonable notice requiring You to correct that breach. There will be no penalty against Us for suspending or terminating the Services.
33. Upon receipt of Your acceptance of the quotation, any cancellation by You as a minimum will incur a Price of 25% of the accepted total project order value, plus all project disbursements at 115% payable within 14 days from date of termination of the said project along with any necessary administrative charges to effect the cancellation.
34. Where the work completed is in excess of the minimum recovery value of 25%, You will be invoiced for all works up to and including the date of Termination of the order also.
35. Where the works are to be suspended, You will be responsible for paying all demobilisation and remobilisation costs, in addition to any other cost incurred which are necessary to facilitate the same, this includes third party Prices, e.g. Local Authority licencing Prices.
36. Cancellations during construction phase, where not subject to a separate contractual agreement shall be governed by the terms herein;
36.1. You will pay for all materials, labour and plant expended on Your project, including mobilisation and demobilisation cost,
36.2. In addition to paragraph 36.1 above, You will pay our full overhead and profit for the entire project where volume of works completed is in access of 50% of the project’s programme, or financial expenditure whichever is the highest at the time of termination.
37. The Contract (Rights of Third Parties) Act shall not apply to this contract. No assignment of the benefit of this Contract is permitted without our permission and we reserve the right to charge a Price for consenting to any such assignment.
38. Provision of warranties is at Our sole discretion and subject to Our commercial requirements. We reserve the right to charge a Price for entering into a warranty.
39. Please do not hesitate to bring to the attention of the Senior Consultant/Manager dealing with the Services any point about which You might be concerned. If You are not satisfied after that You may contact Our Commercial Director who will investigate personally. Conditions applying to particular types of work.
40. Our staff are entitled to refuse to enter buildings where refurbishment or demolition has been carried out if an air test certificate is not available to demonstrate that there is no asbestos risk. (We can arrange such work for You if needed).
41. Our staff are not authorised under these terms to provide any services relating to terrorism, spores, fitness for purpose or asbestos and We accept no liability for such work on Your project in this appointment.
42. Nothing in these terms and conditions limits or excludes our liability for:
42.1. Death or personal injury caused by its negligence;
42.2. Fraud or fraudulent misrepresentation; or
42.3. Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
43. Subject to clause 29 above, We shall not be liable to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:
43.1. loss of profits;
43.2. loss of sales or business;
43.3. loss of agreements or contracts;
43.4. loss of anticipated savings;
43.5. loss of or damage to goodwill;
43.6. any indirect or consequential loss.
44. Subject to clause 41 and 42 above, Our total liability to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to:
44.1. £5,000 per claim; and
44.2. In respect of all claims (connected or unconnected) in any consecutive 12 (twelve) month period, the equivalent of the total charges paid by the Customer in that period.
44.3. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
If You have concerns that cannot be resolved with your normal point of contact in relation to the works, please contact:
Customer Services, Ingenious Power Engineering Limited, 26 Britten Road, Reading, Berkshire, RG2 0AU
Tel: 0118 975 8713