Static Plant Terms & Conditions
CRJ SERVICES LIMITED - AUGUST 2024
STANDARD TERMS & CONDITIONS FOR THE SUPPLY AND INSTALLATION OF STATIC PLANT
1. Definitions and interpretation
1.1 Definitions:
"Acceptance" is defined in clause 5.5 and the term “accepted” shall be construed accordingly.
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
“Conditions” means these Standard Terms & Conditions for the Supply & Installation of Static Plant.
“Contract” means the contract between the Seller and the Purchaser for the supply and installation of the Plant pursuant to these Conditions. The Contract incorporates the Contract Documents.
“Contract Documents” means these Conditions, the Proposal and the Sales Order, together with any documents specifically referenced in and/or attached to the Proposal or the Sales Order.
"Guarentee Period" means the period as may be specified in the Proposal.
“Manufacturer” means the manufacturer of the Plant.
"Material" all designs, drawings, models, plans, specifications, design details, photographs, brochures, reports, notes of meetings, CAD materials, calculations, data, databases, schedules, programmes, bills of quantities, budgets and any other materials provided in connection with the Plant and all updates, amendments, additions and revisions to them and any works, designs, or inventions incorporated or referred to in them for any purpose relating to the Plant.
“Plant” means the plant described in the Proposal and the Sales Order.
“Price” means the price payable by the Purchaser as set out in the Proposal and/or the Sales Order.
“Proposal” means the document produced by the Seller outlining the Plant to be supplied and the Price.
“Purchaser” means the person, firm or company who purchases the Plant from the Seller.
“Purchaser’s Requirements” means the designs, specification and/or requirements provided by the Purchaser for the Plant (including any designs).
“Sales Order” means the Seller’s Sales Order form which is to be signed by the Purchaser and the Seller.
“Seller” means CRJ Services Limited (registered in England and Wales with company number 03872602).
“Site” means the location where the Plant is to be delivered and installed.
“Warranty” is contained in the Proposal.
In these Conditions:
1.2.1 clause headings shall not affect the interpretation of these Conditions;
1.2.2 references to clauses are to the clauses of these Conditions;
1.2.3 a “person” includes a natural person, corporate body or unincorporated body (whether or not having separate legal personality);
1.2.4 unless the context otherwise requires, words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders;
1.2.5 a reference to any party shall include that party’s personal representatives, successors and permitted assigns;
1.2.6 a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made under it from time to time;
1.2.7 any words following the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and
1.2.8 a reference to notice in writing or written notice shall include email unless expressly stated otherwise.
2. Basis of contract
2.1 The Contract shall come into existence upon signature of the Sales Order by both the Purchaser and the Seller of the Sales Order.
2.2 These Conditions apply to the Contract to the exclusion of all other terms and conditions that the Purchaser purports to impose or incorporate under any purchase order, acknowledgement of order or similar document, or which are implied by trade, custom, practice or course of dealing.
2.3 Any variation to the terms of the Contract shall have no effect unless expressly agreed in writing and signed by a director of the Seller.
2.4 The Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements (whether written or oral) between the parties relating thereto. The Purchaser acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any written or oral statement, promise, representation, misrepresentation, assurance or warranty (whether express or implied) made or given by or on behalf of the Seller which is not expressly set out in the Contract or expressly agreed in writing and signed by a director of the Seller. Nothing in this clause shall limit or exclude any liability for fraud.
3. Purchaser’s Requirements and changes
3.1 The Purchaser’s Requirements for the Plant are set out in the Proposal. Unless the Proposal states otherwise, the Seller is not responsible for the production of any design, calculations or specifications contained in the Purchaser’s Requirements or for verifying the adequacy or efficacy of any such design, calculations or specifications.
3.2 If the Purchaser requests a change to the Purchaser’s Requirements, it shall notify the Seller as soon as reasonably practicable, but the Seller may not request changes to the Purchaser’s Requirements once the Plant (or any constituent part) has commenced manufacture. As soon as reasonably practicable after the date of any request by the Purchaser to change the Purchaser’s Requirements, the Seller shall provide the Purchaser with a quotation for the additional cost and the implications on the delivery date of effecting such change to the Purchaser’s Requirements. The Purchaser shall confirm whether the quotation is agreed or rejected within 5 Business Days. If the Purchaser rejects the quotation or fails to respond to the quotation within the time required, the change request will be deemed withdrawn. If the Purchaser accepts the quotation, the Price and date for delivery (and as the case may be, commissioning and acceptance) shall be revised accordingly. The Purchaser shall pay any increased costs incurred by the Seller in preparing any quotation with such costs being added to the next instalment of the Price.
3.3 To the extent that the Proposal states that Seller is responsible for the design of the Plant and/or has otherwise provided advice or consultancy services in relation to the specification of the Plant, the Seller’s liability to the Purchaser in respect of any inadequacy in provision of such services shall be the same as a suitably competent and experienced seller of waste and material processing plant exercising reasonable skill and care.
4. Delivery to Site
4.1 The Seller shall be responsible for arranging delivery of the Plant to the Site and for unloading the Plant on arrival at the Site. The Seller may use such means of delivery as the Seller thinks fit.
4.2 The Seller or its agent shall be entitled to deliver the Plant to any person whom the Seller or its agent reasonably believes has authority to accept delivery on behalf of the Purchaser.
4.3 Delivery of the Plant shall be completed upon the Plant’s arrival at the Site or, where clause 4.4 applies, on the date of deemed completed delivery stated in clause 4.4.1.
4.4 If the Purchaser fails to take delivery of the Plant:
4.4.1 delivery of the Plant shall be deemed to have been completed on the date that the Seller or its agent first attempts to effect delivery;
4.4.2 the Seller shall be entitled to recover from the Purchaser as a debt any costs associated with abortive attempts to deliver the Plant; and
4.4.3 the Seller may store or arrange for the storage of the Plant at the Purchaser’s risk until actual delivery and charge the Purchaser for all related costs and expenses (including storage and insurance).
5. Installation and commissioning
5.1 The Purchaser shall ensure that the Site is clear and fit for the installation of the Plant and the Seller shall not be responsible for any defects in any civil engineering works carried out by the Purchaser, adverse ground conditions, artificial obstructions or contamination encountered in installing the Plant.
5.2 The Purchaser shall provide any such facilities attendances, utilities and/or services as required by the Proposal to facility the installation of the Plant.
5.3 The Seller shall carry out and complete the installation and commissioning of the Plant:
5.3.1 in a good and workmanlike manner;
5.3.2 using reasonable skill and care;
5.3.3 using personnel who are suitably skilled and experienced to perform tasks assigned to them; and
5.3.4 in accordance with all applicable laws.
5.4 The Seller shall leave the Site clean and tidy and shall clear away all rubbish resulting from the installation and commissioning.
5.5 If the Proposal states that the Plant is to satisfy any performance criteria, the Seller shall carry out any necessary performance tests during commissioning. Once the Seller has reasonably demonstrated that the Plant can satisfy the performance criteria, it shall be deemed accepted and the Seller may issue a certificate certifying acceptance (“Acceptance Certificate”). If the Proposal does not require the Plant to satisfy any performance criteria, it shall be deemed accepted upon the date installation has been completed.
5.6 The Seller shall notify the Purchaser when the Plant is deemed accepted.
6. Time for performance and extension of time
The Seller and the Purchaser shall agree a schedule of dates for the delivery, installation and commissioning of the Plant.
6.2 If the Seller is delayed in delivering, installing and/or commissioning the Plant as a result of any event beyond the Seller’s control, the Seller shall be entitled to an extension to any delivery, installation and/or commissioning dates which have been affected by that delay. Events beyond the Seller’s control include:
6.2.1 any change request made by the Purchaser in accordance with clause 3.2 regardless as to whether the Seller’s quotation is accepted;
6.2.2 any impediment, prevention or default, whether by act or omission, by the Purchaser or anyone for whom the Purchaser is responsible;
6.2.3 any production delays experienced or caused by the Manufacturer;
6.2.4 any change of applicable law after the date of the Sales Order;
6.2.5 any adverse ground conditions, artificial obstructions or contamination;
6.2.6 adverse weather conditions which adversely affects the delivery, installation or commissioning of the Plant;
6.2.7 fires, floods or storms;
6.2.8 epidemic or pandemic (including coronavirus infectious disease 2019 (COVID-19));
6.2.9 suspension by the Seller under clause 14;
6.2.10 strikes, lock-outs or other industrial disputes (whether involving the workforce of the Seller or any other party, including the Manufacturer);
6.2.11 riot, civil commotion or terrorism;
6.2.12 exercise by the UK government or any local or public authority of any statutory power;
6.2.13 inability to obtain or delay in obtaining supplies of adequate or suitable material, fuel, parts, machinery or labour; and
6.2.14 import or export delays, regulations or embargoes.
7. Purchaser obligations
7.1 The Purchaser shall:
7.1.1 co-operate with the Seller in all matters relating to the Plant;
7.1.2 provide all services and facilities, and complete all tasks, detailed in the customer checklist forming part of the Proposal;
7.1.3 provide the Seller with safe access to the Site;
7.1.4 be responsible for obtaining all export and import licences and permits necessary for the importation and delivery of the Plant;
7.1.5 provide the Seller with such information as the Seller may reasonably require in order to supply the Plant, and ensure that such information is complete and accurate in all material respects;
7.1.6 comply with all applicable laws, including health and safety laws; and
7.1.7 keep the Site and the Plant secure and protected.
8. Price and payment
8.1 Subject to the terms of clause 9, the Price is fixed and inclusive of all the Seller’s costs of performing the Contract. The Price is exclusive of VAT and any other applicable taxes or duties, which the Purchaser shall pay in addition to the Price.
8.2 Unless otherwise stated in the Sales Order or Proposal, the Price shall be payable in instalments as follows:
8.2.1 30% of the Price shall be payable following signature of the Sales Order;
8.2.2 60% of the Price shall be payable upon completion of delivery of the Plant; and
8.2.3 10% of the Price shall be payable on whichever is the earlier of (i) 28 days after delivery of the Plant or
(ii) completion of installation and commissioning.
8.3 The Seller shall submit an invoice to the Purchaser for each instalment of the Price. The due date for payment of each instalment shall be the date of the Seller’s invoice and the final date for payment shall be 7 days after the due date for payment.
8.4 Each invoice submitted by the Seller shall specify the sum the Seller considers to be or have been due at the due date for payment and the basis on which that sum is calculated. Subject to clause 8.5, the Purchaser shall pay each invoice in full, either in cash or by BACS transfer to the Seller’s bank account, on or before the final date for payment.
8.5 If the Purchaser intends to pay less than the sum specified in an invoice, it shall issue a notice to the Seller not later than three days before the relevant final date for payment, specifying the sum it considers to be due at the date the notice is given and the basis on which that sum is calculated. The Purchaser may not make any deduction from the invoiced amount without issuing a notice under this clause.
8.6 Payment shall be made in pounds sterling unless otherwise stated in the Sales Order.
8.7 If the Purchaser fails to make any payment under the Contract by its final date for payment then (without prejudice to the Seller’s other rights and remedies) the Purchaser shall pay interest on the overdue amount at a daily rate of 4% above National Westminster Bank PLC’s base rate from time to time, both before and after judgment, until payment is made in full.
8.8 The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Purchaser against any amount payable by the Seller to the Purchaser under the Contract or any other contract between the parties.
8.9 Title to the Plant (both legal and equitable) shall not pass to the Purchaser until the Seller has received payment of the Price in full.
9. Loss and expense
9.1 If in the execution of the Contract the Seller incurs any direct loss and/or expense as a result of any impediment, prevention or default, whether by act or omission, by the Purchaser or anyone for whom the Purchaser is responsible, the Seller shall be entitled to reimbursement of that loss and/or expense.
9.2 The Seller shall ascertain the amount of any direct loss and/or expense incurred and include that amount in the next invoice submitted by the Seller. Alternatively, the amount of such direct loss and/or expense shall be reimbursed by the Purchaser on demand.
10. Warranty
10.1 The only warranty provided by the Seller in respect of the Plant shall be as expressly stated in the Proposal.
10.2 Save as provided in clause 10.1, the Seller makes no representations and gives no warranties as to the quality, condition, state or description of the Plant, or its fitness or suitability for any purpose, and all implied statutory or common law terms, conditions and warranties as to the Plant are excluded to the fullest extent permitted by law.
10.3 The Purchaser shall comply with the terms of the Warranty and the Purchaser shall operate and maintain the Plant in accordance with any relevant operation and maintenance manuals and without prejudice to the provisions of the Proposal, the Seller shall have no liability in respect of any defect in the Plant caused by any of the following:
10.3.1 failure by the Purchaser to comply with the terms of the Warranty;
10.3.2 wear and tear or wearing parts;
10.3.3 improper operation, care or maintenance; or
10.3.4 inadequate or unauthorised repairs.
10.4 The Seller’s liability in respect of any defects in the Plant shall expire upon the expiry of the Guarantee Period.
10.5 In the event that a defect is discovered in the Plant during the Guarantee Period, the Purchaser shall notify the Seller within the time period specified in the Warranty or if no such time period is specified, within 5 days of the defect being discovered. The Purchaser shall afford the Seller reasonable opportunity to inspect the purported defect and carry out such investigations and tests as are reasonably required to ascertain whether the Plant is defective and the cause of any such defect. The Purchaser shall not be entitled to engage others to rectify any purported defect unless the Seller has failed to rectify the agreed defect within a reasonable time, having regard to the nature of the defect, the materials affected and the ability of the Seller to procure any replacement parts.
11. Loss, damage and insurance
11.1 Except to the extent that any loss of or damage to the Plant has been caused by any act or neglect of the Purchaser or those for whom the Purchaser is responsible and subject to clause 4.4.3, the Seller bears the risk of loss of or damage to the Plant occurring from the point of manufacture until the Plant has been unloaded at the Site, and occurring whilst the Seller is on Site installing and commissioning the Plant. Otherwise, the Purchaser acknowledges that the Seller is not in control of the Plant and does not bear the risk of loss of or damage to it.
11.2 The Seller shall reimburse the Purchaser in respect of any cost, damages or expense whatsoever in respect of:
11.2.1 personal injury to or the death or any person arising out of or caused by the delivery and/or installation and/or commissioning of the Plant (except to the extent caused by any act or neglect of the Purchaser or those for whom the Purchaser is responsible); and
11.2.2 loss or damage to any property real or personal arising out of or caused by the delivery and/or installation and/or commissioning of the Plant and to the extent that the same is due to any negligence, breach of statutory duty, omission or default on the part of the Seller.
11.3 The Seller warrants that it has taken out, and shall maintain, policies of public liability and plant erector’s insurance. The Seller shall provide evidence of its insurance, in the form of a broker’s certificate, to the Purchaser upon request.
12. Limitation of liability
12.1 Nothing in the Contract shall exclude or limit the liability of the Seller for:
12.1.1 death or personal injury caused by its negligence, or the negligence of its employees or agents;
12.1.2 fraud or fraudulent misrepresentation;
12.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
12.1.4 any other matter in respect of which the law provides that liability cannot be excluded or limited.
12.2 Subject to clause 12.1:
12.2.1 the Seller shall not under any circumstances be liable to the Purchaser, whether in contract, tort (including negligence), breach of statutory duty or otherwise for any:
12.2.1.1 indirect or consequential loss; or
12.2.1.2 loss of revenue;
12.2.1.3 loss of goodwill;
12.2.1.4 loss of business opportunity;
12.2.1.5 loss of anticipated saving;
12.2.1.6 loss of profit; or
12.2.1.7 loss of contracts,
arising under or in connection with the Contract; and
12.2.2 the Seller’s total aggregate liability to the Purchaser in respect of all matters arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed a sum equivalent to the Price.
13. Confidential information
Each party (“receiving party”) shall keep in strict confidence all information which is disclosed to the receiving party by the other party (“disclosing party”), its employees, agents or subcontractors about the disclosing party’s business. The receiving party shall only disclose such confidential information to those of its employees, agents or subcontractors who need to know the same for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors shall keep such information confidential.
14. Suspension of performance
14.1 Without limiting its other rights or remedies, the Seller shall have the right to suspend performance of any or all of its obligations under the Contract:
14.1.1 upon giving 7 days’ notice to the Purchaser if the Purchaser fails to pay any amount due under the Contract by the final date for payment of that amount; or
14.1.2 immediately by service of notice if the Purchaser becomes subject to any of the events listed in clause 15.1, or the Seller reasonably believes that the Purchaser is about to become subject to any of them.
15. Termination
15.1 Either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party becomes subject to any of the following events:
15.1.1 it suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or to have no reasonable prospect of doing so, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
15.1.2 it commences negotiations with any of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where it is a company) for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or for solvent reconstruction;
15.1.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with its winding up, other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or for solvent reconstruction;
15.1.4 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or a notice of intention to appoint an administrator is given or an administrator is appointed over it;
15.1.5 (being a company) a floating charge holder over its assets has become entitled to appoint or has appointed an administrative receiver;
15.1.6 (being a company) it applies to the courts for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
15.1.7 a person becomes entitled to appoint a receiver over its assets or a receiver is appointed over its assets;
15.1.8 a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets;
15.1.9 (being an individual) it is the subject of a bankruptcy petition or order;
15.1.10 any event occurs, or proceeding is taken, with respect to it in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.1.1 to clause 15.1.9 inclusive; or
15.1.11 it suspends, or threatens to suspend, or ceases or threatens to cease to carry on, all or substantially the whole of its business.
15.2 Without prejudice to its rights under clause 15.1, the Seller may terminate the Contract with immediate effect by giving written notice to the Purchaser if the Seller reasonably believes that any event listed in clauses 15.1.1 to
15.1.11 is about to occur.
15.3 The Seller may terminate the Contract with immediate effect by giving written notice to the Purchaser if the Purchaser commits a material breach of the Contract and fails to remedy the same within 14 days after receipt of a notice from the Seller giving particulars of the breach to be remedied.
15.4 If any of the events listed in clause 6.2 prevent the Seller from performing its obligations under the Contract for a continuous period of more than two months, the Seller shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Purchaser.
15.5 Upon termination of the Contract, the Purchaser shall pay any invoices which have already been submitted, together with a reasonable amount in respect of any work carried out prior to termination but in respect of which no invoice has been submitted. Further, where the Seller terminates the Contract, the Purchaser shall also pay any costs relating to the Plant which the Seller has already incurred or is committed to pay and any other loss and/or damage suffered or incurred by the Seller as a result of the termination.
15.6 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination and is without prejudice to any other rights or remedies either party may possess.
15.7 Clauses 1, 2, 3.2, 10, 11, 12, 13, 17, 18 and any other clauses which by implication survive termination of the Contract shall continue in full force and effect.
16. Notices
16.1 All notices to be given under the Contract shall be in writing and delivered by hand or sent by first class post, recorded delivery post, courier or (where the parties are located in different countries) air mail to the relevant party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as may be specified in the Supply Order or as either party may have specified to the other in writing in accordance with this clause 16. Notices addressed to the Seller shall be marked for the attention of the Managing Director.
16.2 A notice shall be deemed to have been received, if delivered by hand, when left at the relevant party’s address; if sent by first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if sent by air mail, at 9.00 am on the fourth Business Day after posting; if sent by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
16.3 The provisions of this clause 16 shall not apply to the service of any proceedings or other documents in any legal action.
17. Intellectual Property
17.1 The ownership of any intellectual property rights in any Material created by a party to the Contract shall remain vested in such party but each party grants to the other with immediate effect, an irrevocable, non-exclusive, non-terminable, royalty-free licence to copy and make full use of any Material prepared by it or on its behalf for any purpose relating to the design, manufacture, delivery, installation, commissioning, acceptance, operation and maintenance (including defect rectification) of the Plant but such licence shall not extend to permitting use of any Material for extension or duplication of the Plant.
17.2 The licence(s) given by clause 17.1 carries the right to grant sub-licences and is transferable to third parties.
18. Assignment and subcontracting
18.1 The Seller may at any time assign, transfer, charge, licence, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract without the Purchaser’s consent.
18.2 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
19. General
19.1 Severance. Any provision of the Contract which is held by any court or other component authority to be invalid, illegal, void, voidable or unenforceable (in whole or in part) shall to the extent of such invalidity or illegality, or to the extent it is void, voidable or unenforceable, be deemed to be deleted or modified to the extent necessary to make it valid, legal and enforceable, and the validity and enforceability of the other provisions of the Contract shall not be affected.
19.2 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.
19.3 No waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
19.4 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales, except that nothing in this clause 18.4 shall limit the right of the Seller to take proceedings (including enforcement proceedings) against the Purchaser in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
Conflict. In the event of any conflict or ambiguity between the terms of:
19.4.1 the Sales Order;
19.4.2 the Proposal;
19.4.3 the Conditions; or
19.4.4 any documents specifically referenced in and/or attached to the Proposal or the Sales Order
Ends