Terms and Conditions of Business

Terms and Conditions of Business
(England and Wales)
Rogers and Watson Limited
Unit 24 Culley Court, Orton Southgate, Peterborough PE2 6WA
Company Number: [Insert Company Number]

1. Definitions and Interpretation

1.1. In these Terms and Conditions ("Terms"):

• "Company" means Rogers and Watson Limited, a company registered in England and Wales.
• "Client" means any person, firm, company or other legal entity engaging the Company.
• "Agreement" means the contract formed between the Company and the Client comprising these Terms and any related quotation, specification, or proposal.
• "Works" means all services, design, manufacture, supply, delivery, and installation of goods or services provided by the Company.
• "Products" refers to all goods supplied or installed by the Company.
• "Site" means the location where the Works are to be performed.
• "Parties" means both the Company and the Client.

1.2. Headings are included for convenience only and shall not affect the interpretation.

2. Application of Terms

2.1. These Terms shall apply to all business undertaken by the Company and supersede all other terms and conditions, including any supplied by the Client.

2.2. No variation of these Terms shall be binding unless agreed in writing and signed by an authorised representative of the Company.

2.3. Acceptance of a quotation or instruction to proceed shall constitute acceptance of these Terms.

3. Formation of Contract

3.1. Quotations issued by the Company are invitations to treat and not offers capable of acceptance.

3.2. A binding contract shall only come into existence upon written confirmation from the Company or commencement of the Works, whichever occurs first.

4. Obligations of the Company

4.1. The Company shall perform the Works with reasonable care and skill and in accordance with generally accepted industry standards.

4.2. Time for delivery or completion is indicative and not of the essence unless expressly agreed in writing.

4.3. The Company reserves the right to subcontract any part of the Works.

5. Obligations of the Client

5.1. The Client shall:

• Provide suitable access to the Site and a safe working environment;
• Ensure the Site is ready and available for the Company to carry out the Works without delay;
• Ensure no other trades obstruct the Works unless agreed;
• Provide accurate and timely instructions and approvals;
• Comply with all statutory obligations applicable to the Works.

5.2. Any failure to provide access or delay caused by the Client may result in additional charges.

5.3. Risk in the Products passes to the Client upon delivery to Site. Title remains with the Company until full payment is received.

6. Pricing and Payment

6.1. Unless otherwise agreed in writing:

• Design Fee: payable upon appointment.
• Remaining Balance: 50% on Order, 50% within 30 days end of month from date of completion.

6.2. All amounts are exclusive of VAT unless otherwise stated.

6.3. The Company reserves the right to suspend Works in the event of non-payment.

6.4. Interest shall accrue on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% per annum above the Bank of England base rate.

7. Retention of Title

7.1. Title to Products shall remain vested in the Company until payment in full is received.

7.2. The Client grants the Company irrevocable permission to enter the Site to remove unpaid Products after 90 days from completion.

7.3. The Client shall not pledge, charge, or otherwise encumber the Products until title passes.

8. Variations and Delays

8.1. Any variation to the agreed scope must be confirmed in writing.

8.2. The Company shall be entitled to additional time and costs for variations or delays caused by the Client or third parties.

9. Termination

9.1. Either Party may terminate this Agreement with immediate effect by notice in writing if the other:

• Commits a material breach that is not remedied within 14 days;
• Becomes insolvent or has a receiver appointed.

9.2. Termination does not affect accrued rights or liabilities.

10. Confidentiality and Intellectual Property

10.1. Both Parties agree to keep confidential all proprietary and non-public information.

10.2. All intellectual property developed by or on behalf of the Company remains its exclusive property unless expressly assigned.

10.3. Upon termination, all materials, documents, or information provided by either Party shall be returned or destroyed upon request.

11. Non-Solicitation

11.1. Neither Party shall, for 12 months following completion of the Works, solicit or employ any employees, contractors, or customers of the other Party involved in the Works, without written consent.

11.2. National advertising campaigns not specifically targeting the other Party’s personnel or customers shall not be considered a breach.

12. Liability and Indemnity

12.1. Nothing in these Terms excludes liability for death or personal injury caused by negligence or for fraud.

12.2. The Company’s liability for any loss or damage shall be limited to the total fees paid under the Agreement.

12.3. The Company shall not be liable for:

• Loss of profits, contracts or goodwill;
• Indirect or consequential loss;
• Delays beyond its reasonable control.

12.4. The Client agrees to indemnify the Company against any claims arising from the Client’s failure to comply with these Terms.

13. Force Majeure

13.1. Neither Party shall be liable for delay or failure to perform its obligations due to events beyond its reasonable control, including but not limited to natural disasters, strikes, or government action.

14. Third Parties

14.1. Nothing in this Agreement confers any right on any third party under the Contracts (Rights of Third Parties) Act 1999.

15. Remedies

15.1. Damages may be inadequate for breach of certain obligations. The Company shall be entitled to injunctive relief or specific performance as appropriate.

16. Governing Law and Jurisdiction

16.1. These Terms shall be governed by the laws of England and Wales.

16.2. The Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

17. Acceptance

17.1. Approval of the quotation or instruction to proceed shall be deemed full acceptance of these Terms.

17.2. Electronic confirmation or approval shall be treated as equivalent to an inked signature.