Terms & Conditions
In these General Terms and Conditions, the following definitions apply:
1.1 “Business Day” means a day other than a Saturday, Sunday or bank or public holiday.
1.2 “Client” shall mean any person, firm or company requesting the services of the Supplier whether or not the Client is acting for or on the instructions of another party.
1.3 "Conditions" means the Supplier’s terms and conditions as set out in this document.
1.4 "Contract" means the agreement between the Supplier and the Client incorporating these Conditions, the Letter of Proposal, the Bill of Quantities, the Bid Qualifications and any other documents annexed to these Conditions.
1.5 “Documents” shall mean all drawings, reports, specifications, bills of quantities, calculations, test certificates, and all other documents prepared or provided by the Supplier or the Client in connection with the works.
1.6 “Defect” means any part or aspect of the Goods, Services, Rental items which are not in compliance with the requirement of the Contract.
1.7 “Defect Liability Period” means the period determined in accordance with section 29.
1.8 “Delivery Date” means the date stipulated in the Contract for delivery by Supplier of the relevant Goods or Services.
1.9 "Force Majeure" means an event or sequence of events beyond a party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Supplier’s or its suppliers’ workforce, but excluding (i) the Client’s inability to pay or circumstances resulting in the Client’s inability to pay, and (ii) the inability of either party to secure funds, arrange bank loans or other financing, or to obtain credit.
1.10 “Letter of Proposal” means the letter issued by the Supplier to the Client outlining the Services to be performed by the Supplier, which is attached to these Conditions.
1.11 “Made Ground” shall mean land where natural and undisturbed soils have largely been replaced by man-made or artificial materials. It may be composed of a variety of materials including imported natural soils and rocks with or without residues of industrial processes.
1.12 "Services" shall mean the scope of work identified in Section 3 of these Terms and includes the provision of staff, or work undertaken produced or delivered by staff as defined within the scope of work.
1.13 "Site" means the address for performance of the Services as set out in the Letter of Proposal.
1.14 “Supplier” shall mean Geotechnics Limited, its employees and authorised agents.
1.15 “Intellectual Property Rights” means all intellectual and industrial property rights and rights of a similar nature including all rights in and to patents including all issued patents and pending patent applications therefore and patents which may be issued therefrom (including divisions, reissues, re-examinations, continuations, and continuations –in-part): copyrights; industrial design rights; rights pertaining to trade secrets and confidential information; publicity rights; personality rights; moral rights; and any other intellectual property rights whether registered or not and all applications, registrations, renewals and extensions relating to the foregoing.
1.16 “Specifications” means the requirements, attributes, and specifications for the Goods and/or Services that are set out in the Documents. Specifications may also include documentation produced by the Client relating to the Goods and/or Services, operational and technical features and functionality of the Goods and/or Services, standards or levels of service performance.
1.17 “Deliverable” means any goods, product or service that is referred to in the Purchase Order, together with any related materials, data, documentation, instruction manuals, and includes any Intellectual Property Rights developed by the Supplier pursuant to each Purchase Order.
1.18 “Warranty Period” means in respect of any Goods or Services, the express written warranty period provided by the Supplier for the goods and Services and the period commencing on the date of acceptance of such Goods or Services.
2. Application of these Conditions
2.1 These Conditions apply to and form part of the Contract between the Supplier and the Client. They supersede any previously issued terms and conditions.
2.2 Should the Client stipulate particular terms and conditions at the time of bidding, or wish to delegate specific elements of work under any main contract to the Supplier, then mutually agreed terms will be recorded in an Appendix to this Contract.
2.3 If there is a conflict or any ambiguity between these Conditions and the Contract, or any appendices or annexes to these Conditions they must be formally notified to the Supplier as soon as they become apparent.
2.4 The parties agree that the Contract constitutes the entire Agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
2.5 Each party acknowledges that it has not entered into the Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
3. Scope of Work
3.1 The Supplier shall provide the Services or Goods outlined in the Letter of Proposal.
3.2 The scope of the work performed will be in accordance with the Letter of Proposal provided and the agreed adjustments as evidenced in writing.
3.3 Any variation to the scope of the work or orders will only be accepted provided that the Client has issued a formal instruction to the Supplier and the terms agreed.
3.4 Work would be carried out in accordance with the UK Specification for Ground Investigation, Second Edition, (2011) published by ICE Publishing, which references various Legislation, Standards and Codes of Practice to be followed.
3.5 It should be recognised that whilst these quotations are given in good faith, the data revealed as the investigation proceeds may require a restructuring of its scope and extent in order to satisfy the requirements of the various parties involved. Unless indicated in the Bill of Quantities no allowance has been made for attending meetings with any parties which may be required for the delivery of these works.
3.6 The scope of work is priced on a re-measurable basis with the risk of all activities outside of Geotechnics control (including but not limited to access permissions to site, physical site conditions including sub-surface conditions, weather events and Force Majeure) to be taken by the Client unless specifically agreed in writing.
4. Rates and Price
4.1 In consideration for the provision of Services or Goods the Rates or Prices will be in accordance with the Supplier’s Bill of Quantities (on a re-measurable basis) and Letter of Proposal as set out and attached to this Contract.
4.2 Rates and Prices submitted shall be subject to periodic review and adjustment for inflation as set out in Letter of Proposal.
5. Invoicing and Payment Terms
5.1 The Payment Terms are strictly 30 days from the issue of the invoice, unless agreed in writing prior to the Contract signing.
5.2 Payment of each invoice to be made in full with no retention.
Unless otherwise stated in a Letter of Proposal and Bill of Quantities, all prices or other payments stated are exclusive of any taxes. Supplier shall separately itemise all applicable taxes on each invoice and indicate on each invoice its applicable tax registration number(s). Client will pay all applicable taxes to Supplier when the applicable invoice is due. Supplier will remit all applicable taxes to the applicable government authority as required by applicable laws.
7. Legal Compliance; Workplace Safety
In carrying out its obligations under the Contract, including the performance of Services, Supplier will at all times comply with the applicable laws, regulations, standards and codes. Supplier shall be, at all times, in compliance with the Health and Safety at Work Act 1974.
8. Product Warranties
Supplier warrants to Client that during the Goods Warranty Period all Goods provided hereunder shall be: (i) of merchantable quality; (ii) fit for the purposes intended; (iii) unless otherwise agreed to by Client, new; (iv) free from defects in design, material and workmanship; (v) in strict compliance with the Specifications; (vi) free from any liens or encumbrances on title whatsoever; (vii) in conformance with any samples provided to Client; and (viii) compliant with all applicable laws, regulations, standards and codes.
9. Service Warranties
Supplier shall perform all Services: (i) exercising that degree of professionalism, skill, diligence, care, prudence, judgment and integrity which would reasonably be expected from a skilled and experienced service provider, providing services under the same or similar circumstances as the Services under this Contract; (ii) in accordance with agreed Specifications, guidelines, by-laws and codes of conduct and industry standards applicable to Supplier; and (iii) using personnel with the skills, training, expertise and qualifications necessary to carry out the Services.
10. Intellectual Property Warranty
Supplier further warrants to Client that at all times all Goods and/or Services (including any Deliverable) will not be in violation of, or infringe any, Intellectual Property Rights of any person or organisation
11. Manufacturer Warranties
On payment of the Suppliers applicable invoice in full, the Supplier shall assign to Client all manufacturer’s warranties for Goods not manufactured by or for Supplier and shall take all necessary steps as required by such third party manufacturers to effect assignment of such warranties to Client.
12. Warranty Remedies
In the event that any Goods provided by Supplier to Client are subject to a claim or allegation of infringement of Intellectual Property Rights or a third party, Client must notify the Supplier within 14 days of becoming aware of the event.
13. Intellectual Property Rights
All Intellectual Property Rights in and to each Deliverable shall remain with the owner free and clear of all liens and encumbrances. To the extent that any Deliverables contain any intellectual property of Supplier, Supplier hereby grants to Client a worldwide, royalty-free, non-exclusive, perpetual license to use, copy, modify and distribute such intellectual property as part of the Deliverables for the period limitation of 12 years maximum.
Supplier shall safeguard and keep confidential any and all information relating to Client obtained by it or provided to it by Client in connection with this Contract and shall use such information only for the purposes of carrying out its obligations under the Contract.
Supplier represents and warrants to Client that it has in place with reputable insurers such insurance policies in coverage amounts that would be maintained by the Supplier, as applicable, professional errors and omissions liability insurance and comprehensive commercial general liability insurance (including all-risk contractors’ equipment insurance and automobile liability insurance). Supplier will promptly deliver to Client as and when requested, written proof of such insurance.
16. Limitation of Liability
16.1 Except for Supplier obligations under Section 8, 9, 10 and 11, except for damages that are the result of the gross negligence or wilful misconduct of a party, in no event will either party be liable to the other or any other person for any indirect, incidental consequential or punitive damages, including any loss of profits, data or goodwill or business opportunity for any matter relating to this Agreement.
16.2 The Supplier’s total liability shall not exceed the sum of equivalent to the amount paid or payable by the Client under this contract.
17.1 For the purpose of this Clause “Brexit Change” shall mean any change resulting directly or indirectly from the United Kingdom (regardless of countries comprising the United Kingdom at such date) ceasing to be:
17.2 a member state of the European Union; or
17.3 a member of the European Economic Area; and/or
17.4 a member of the European Union Customs Union,
17.5 and which impacts upon the Contract. Such change may include, but is not limited to, in any jurisdiction, any change of law, taxes, custom duties, tariffs, levies, charges or fees, licences or consents, any adverse change in prices, currency or exchange rates or any restriction on trade or the movement of goods, services or people.
17.6 In the event that Supplier in its sole discretion determines that a Brexit Change will have a significant detrimental impact on the Contract Order, Supplier may elect to terminate the Contract in accordance with Section 22.
18.1 A Contract issued by the Client cannot be terminated except with the written consent of the Supplier.
18.2 Subject to Clause 19 this Contract may be terminated by either party providing 21 days’ notice in writing.
18.3 Any termination of this Contract in accordance with this clause shall be without prejudice to any other rights or remedies a party may be entitled to under this Contract, or at law, and shall not affect any accrued rights or liabilities of either party.
19. Cancellation Rights
19.1 Should the Contract in full or in part be cancelled with less than 3 working days prior to the Delivery Date then the full mobilisation cost and 3 days site running costs will be charged to the Client along with any incurred costs for purchasing materials, plant or equipment for the purpose of the Contract
19.2 Should the Contract in full or in part be cancelled between 3 and 5 working days prior to the Delivery Date then 50% of the value of the full mobilisation cost and 2 days site running costs will be charged to the Client along with any incurred costs for purchasing materials, plant or equipment for the purpose of the Contract.
20. Independent Contractors
In order to perform the Services and deliver the Contract the Supplier reserves the right to use sub-contractors where necessary who will be representing the Supplier under this Contract.
21. Further Assurances
The parties shall sign such further and other documents, cause such meetings to be held, resolutions passed and do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Contract and every part thereof.
If any provision of this Contract is determined to be unenforceable or invalid for any reason whatsoever, in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part thereof and all other provisions shall continue in full force and effect.
No waiver of any provision of this Contract shall be enforceable against that party unless it is in writing and signed by that party.
24. Cumulative Remedies
Subject to Section 16, the rights and remedies of the Supplier in this Contract are cumulative and in addition to any other rights and remedies at law or in equity.
The headings used in this Contract and its division into articles, sections, schedules, exhibits, appendices and other subdivisions do not affect its interpretation. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders. References in this Contract to articles, sections, schedules, exhibits, appendices and other subdivisions are to those parts of this Contract. Where this Contract uses the word “including” it means “including and without limitation” and where it uses the word “includes” it means “includes without limitation”.
26. Governing Law
The Laws of England and Wales apply to this Contract.
It is the express wish of the parties that this Contract and any related documentation be drawn up in English.
Any provision of this Agreement which expressly or by implication from its nature is intended to survive the termination or completion of the Agreement will continue in full force and effect after any termination, expiry or completion of this Agreement.
29. Defects Liability Period
The Defects Liability Period will be for a period of 3 months commencing upon the issue of the Draft Report if applicable or the completion of the Services as defined in the Letter of Proposal
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