For supply of goods and services from Complete Pipework Services Limited


In this document the following words shall have the following meanings:

1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable
Specification Document;

1.2 “Customer” means the organisation or person who purchases goods and services from the

1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright,
trade marks, know-how and all other forms of intellectual property wherever in the world

1.4 “Specification Document” means a statement of work, quotation or other similar document
describing the goods and services to be provided by the Supplier;

1.5 “Supplier” means Complete Pipework Services Ltd
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and services by
the Supplier to the Customer.

2.2 Before the commencement of the services the Supplier shall submit to the Customer a quotation
Document which shall specify the goods and services to be supplied and the price payable. The
Customer shall notify the Supplier immediately if the Customer does not agree with the contents
of the quotation Document. All quotation Documents shall be subject to these Terms and

2.3 The Supplier shall use all reasonable endeavours to complete the services within estimated time
frames but time shall not be of the essence in the performance of any services.
3.1 The price for the supply of goods and services are as set out in the quotation Document. The
Supplier shall invoice the Customer on month end and give 30 days credit to receive payment in
full or on completion of the works if the project falls in less than 30 days work.

3.2 Invoiced amounts shall be due and payable within 30 days of receipt of invoice. The Supplier
shall be entitled to charge interest on overdue invoices from the date when payment becomes
due from day to day until the date of payment at a rate of 3% per day above the base rate of the
Bank of England. In the event that the Customer s procedures require that an invoice be
submitted against a purchase order to payment, the Customer shall be responsible for issuing
such purchase order before the goods and services are supplied.
All goods shall be required only to conform to the specification in the Specification Document and or quotation. For the avoidance of doubt no description, specification or illustration contained in
any product pamphlet or other sales or marketing literature of the Supplier and no representation
written or oral, correspondence or statement shall form part of the contract.
5.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be
of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages,
charges or expenses caused directly or indirectly by any delay in the delivery of the goods.

5.2 All risk in the goods shall pass to the Customer upon delivery.
Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods.
7.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:

7.1.1 co-operate with the Supplier;

7.1.2 provide the Supplier with any information reasonably required by the Supplier;

7.1.3 obtain all necessary permissions and consents which may be required before the
commencement of the services; and

7.1.4 comply with such other requirements as may be set out in the quotation Document or
otherwise agreed between the parties.
7.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the
Supplier as a result of the Customer s failure to comply with Clause 7.1.

7.3 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the
Customer unlawfully terminates or cancels the goods and services agreed to in the Specification
Document, the Customer shall be required to pay to the Supplier as agreed damages and not as
a penalty the full amount of any third party costs to which the Supplier has committed and in
respect of cancellations on less than five working days written notice the full amount of the goods
and services contracted for as set out in the Specification Document, and the Customer agrees
this is a genuine pre-estimate of the Supplier s losses in such a case. For the avoidance of
doubt, the Customer s failure to comply with any obligations under Clause 7.1 shall be deemed to
be a cancellation of the goods and services and subject to the payment of the damages set out in
this Clause.

7.4 In the event that the Customer or any third party, not being a sub-contractor of the Supplier, shall
omit or commit anything which prevents or delays the Supplier from undertaking or complying
with any of its obligations under this Agreement, then the Supplier shall notify the Customer as
soon as possible and:

7.4.1 the Supplier shall have no liability in respect of any delay to the completion of any project;

7.4.2 if applicable, the timetable for the project will be modified accordingly;

7.4.3 the Supplier shall notify the Customer at the same time if it intends to make any claim for additional costs.
8.1 The parties may at any time mutually agree upon and execute new Specification Documents.
Any alterations in the scope of goods and/or services to be provided under this Agreement shall
be set out in the Specification Document, which shall reflect the changed goods and/or services
and price and any other terms agreed between the parties.

8.2 The Customer may at any time request alterations to the Specification Document by notice in
writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5
working days or such other period as may be agreed between the parties, advise the Customer
by notice in writing of the effect of such alterations, if any, on the price and any other terms
already agreed between the parties.

8.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on
terms different to those already agreed between the parties, the Customer shall, within 5 working
days of receipt of such notice or such other period as may be agreed between the parties, advise
the Supplier by notice in writing whether or not it wishes the alterations to proceed.

8.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms
different to those already agreed between the parties, and the Customer confirms in writing that it
wishes the alterations to proceed on those terms, the Specification Document shall be amended
to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.
9.1 The Supplier warrants that as from the date of delivery for a period of 12 months the goods and
all their component parts, where applicable, are free from any defects in design, workmanship,
construction or materials.

9.2 The Supplier warrants that the services performed under this Agreement shall be performed
using reasonable skill and care, and of a quality conforming to generally accepted industry
standards and practices.

9.3 Except as expressly stated in this Agreement, all warranties whether express or implied, by
operation of law or otherwise, are hereby excluded in relation to the goods and services to be
provided by the Supplier.
The Customer shall indemnify the Supplier against all claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, from the Customer s breach of any of its
obligations under this Agreement, including any claims brought against the Supplier alleging that any goods and/or services provided by the Supplier in accordance with the Specification Document infringes a patent, copyright or trade secret or other similar right of a third party.
11.1 Except in respect of death or personal injury due to negligence for which no limit applies, the
entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this
Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.

11.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage
whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.

11.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier s liability for death or
personal injury resulting from the Supplier s negligence or that of its employees, agents or
Either party may terminate this Agreement forthwith by notice in writing to the other if:

12.1 the other party commits a material breach of this Agreement and, in the case of a breach capable
of being remedied, fails to remedy it within 30 calendar days of being given written notice from the
other party to do so;

12.2 the other party commits a material breach of this Agreement which cannot be remedied under
any circumstances;

12.3 the other party passes a resolution for winding up (other than for the purpose of solvent
amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that

12.4 the other party ceases to carry on its business or substantially the whole of its business; or

12.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make
any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Customer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or
failure results from events or circumstances outside its reasonable control, including but not
limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other
competent authority, or the delay or failure in manufacture, production, or supply by third parties
of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
The Supplier and the Customer are contractors independent of each other, and neither has the
authority to bind the other to any third party or act in any way as the representative of the other,
unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to
its own employees, engage sub-contractors to provide all or part of the services being provided to
the Customer and such engagement shall not relieve the Supplier of its obligations under this
Agreement or any applicable Specification Document
The Customer shall not be entitled to assign its rights or obligations or delegate its duties under
this Agreement without the prior written consent of the Supplier.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any
Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms
and Conditions herein shall not be a waiver of them or of the right at any time subsequently to
enforce all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by email, fax, personal service
or by post to the address of the other party given in the Specification Document or such other
address as such party may from time to time have communicated to the other in writing, and if
sent by email shall unless the contrary is proved be deemed to be received on the day it was
sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if
given by letter shall be deemed to have been served at the time at which the letter was delivered
personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
This Agreement shall be governed by and construed in accordance with the law of England and
the parties hereby submit to the exclusive jurisdiction of the English courts.