This proposal is submitted strictly in accordance with Rook Services Limited conditions of business (which incorporates the Housing Grants, Construction and Regeneration Act 1996 (Part II) (The new construction act) with effect from 1 May 1998) and subject to acceptable credit ratings. This shall include the provisions detailed below:-

Payment shall be made a maximum of 30 days from the date of a Rook Services Limited application for payment and against the following programme milestones:-

10% on issue of Order

80% on works completion (or % draw down)

10% on completion of works tests.

Rook Services Limited’s contractual liability including Liquidated Damages (This does not override Rook Services Limited responsibilities with respect to insurance’s) shall be limited to a maximum of 0.5% per week up to a maximum of 5% of our contract value, based on an agreed and signed programme issued by Rook Services Limited at the time of order.  Any delays not attributable to Rook Services Limited shall negate such agreement.

Retention’s shall be limited to 3% of our contract value up to completion of our commissioning thereby reducing to 1½% which shall be released no later than 12 months thereafter.

Standard Rook Services Limited insurance’s shall apply. Copies available on request. Please Contact Jason Garside

Where variations/additions to contract are requested, these will be quoted on an individual basis and in accordance with the primary contract Terms and Conditions.  No variation work will be undertaken until such time as the relative endorsements are received.

Performance Bonds and Parent Company Guarantees do not apply.

Any or all equipment and materials held in store at our works due to delays not attributable to Rook Services Limited shall be paid for against a Letter of Indemnity.

All equipment supplied/installed by Rook Services Limited shall be subject to our standard warranty conditions covering the period from 12 months following our commissioning or 18 months following readiness to dispatch, whichever is the sooner.  Should you require extended warranty provisions to cater for early deliveries, site storage etc. that may be associated with the overall project programme this would be subject to additional cost subject to particular site/project requirements.

VALUE ADDED TAX

VAT will be charged where applicable at the rate ruling at the time of despatch.

VALIDITY

The quoted costs are strictly net and are open for acceptance for a period of 60 days from the date of this quotation and fixed for the despatch period stated.

QUOTATIONS

Are specifically individual documents which are built from information given at time of tender. Variation must be logged within 24 hours if details given change prior to contract issue.

ROOK SERVICES LIMITED

STANDARD CONDITIONS OF SALE/CONTRACT FOR UNITED KINGDOM

Regsitered Office: RSL. Basepoint Business Centre, Isidore Road, Bromsgrove. B60 3ET

1) GENERAL – The acceptance of our tender includes the acceptance of the following terms and conditions:-

2) VALIDITY – Unless previously withdrawn, our tender is open for acceptance within the period stated therein, or, when no period is so stated, within thirty days only after its date.

3) ACCEPTANCE – The acceptance of our tender must be accompanied by sufficient information to enable us to proceed with the order forthwith, otherwise we shall be at liberty to amend the tender prices to cover any increase in cost which has taken place after acceptance. Any samples submitted to you and not returned to our works within one month from date of receipt shall be paid for by you.

4) PACKING – Unless otherwise specified in our tender, all packing cases, skids, drums and other packing materials must be returned to our works at your expense and in good condition within one month from date of receipt. If not so returned they will be charged for.

5) LIMITS OF CONTRACT – Our tender includes only such goods, accessories and work as are specified therein.

6) DRAWINGS ETC – All specifications, drawings, and particulars of weights and dimensions submitted with our tender are approximate only, and the descriptions and illustrations contained in our catalogues, price lists and other advertisement matter are intended merely to present a general idea of the goods described therein, and none of these shall form part of the contract. After acceptance of our tender a set of certified outline drawings will be supplied free of charge on request.

7) INSPECTION AND TESTS – Our products are carefully inspected and, where practicable, submitted to our standard tests at our works before despatch. If tests other than those specified in our tender or tests in the presence of you or your representative are required, these will be charged for. In the event of any delay on your part in attending such tests after seven day’s notice that we are ready, the tests will proceed in your absence and shall be deemed to have been made in your presence.

8) PERFORMANCE – We will accept no liability for failure to attain any performance figures quoted by us unless we have specifically guaranteed them, subject to any tolerance specified or agreed to by us, in an agreed sum as liquidated damages.

  1. If the performance figures obtained on any test provided for in the contract are outside the acceptance limits specified therein, you will be entitled to reject the goods.
  1. Before you become entitled to claim liquidated damages or to reject the goods we are to be given reasonable time and opportunity to rectify their performance. If you become entitled to reject goods, we will repay to you any sum paid by you to us on account of the contract price thereof and any sum that may have accrued due to you in respect of delay in despatch under Clause 9) up to the date of such rejection.
  1. You assume responsibility that goods stipulated by you are sufficient and suitable for your purpose save in so far as your stipulations are in accordance with our advice.

9) LIABILITY FOR DELAY – Any times quoted for despatch or delivery are to date from receipt by us of a written order to proceed and of all necessary information and drawings to enable us to put the work in hand. The time for despatch or delivery shall be extended by a reasonable period if delay in despatch or delivery is caused by instructions or lack of instructions from you or by industrial dispute or by any cause beyond our reasonable control.

  1. If a fixed time be quoted for despatch or delivery, and we fail to despatch or deliver within that time or within any extension thereof provided by this clause, and if as a result you shall have suffered loss, we undertake to pay for each week or part of a week of delay, liquidated damages at the rate of 0.5 per cent up to a maximum of 5 per cent of that portion of the price named in the contract which is referable to such portion only of the contract goods as cannot in consequence of the delay be used commercially and effectively. Such payment shall be in full satisfaction of our liability for delay.
  1. Any time described as an estimate shall not be construed as a fixed time quoted for the purpose of this clause.

10) VARIATIONS – In the event of variation or suspension of work by your instructions or lack of instructions, the contract price shall be adjusted accordingly.

11) DELIVERY – Unless otherwise specified in our tender, the price quoted includes delivery by any method of transport at our option.

  1. Unless otherwise specified, we shall not be responsible for off-loading.

12) LOSS OR DAMAGE IN TRANSIT – When the price quoted includes delivery other than at our works, we will repair or at our option replace free of charge goods lost or damaged in transit; provided that we are given written notification of such loss or damage within such time as will enable us to comply with the carrier’s conditions of carriage as affecting loss or damage in transit, or where delivery is made by our own transport, within a reasonable time after receipt of the Advice Note.

13) TERMS OF PAYMENT – Unless otherwise stated in our tender, payment in full shall be due for goods on notification by us that they are ready for despatch.

14) STORAGE – If we do not receive forwarding instructions sufficient to enable us to despatch the goods within 14 days after the date of notification that they are ready for despatch, you shall take delivery or arrange for storage. If you do not take delivery or arrange for storage, we shall be entitled to arrange storage either at our own works or elsewhere on your behalf and all charges for storage, for insurance or for demurrage shall be payable by you.

15) DEFECTS AFTER DELIVERY – We will make good, by repair or at our option by the supply of a replacement, defects which, under proper use, appear in the goods within a period of twelve calendar months after the goods have been delivered and arise solely from faulty design (other than a design made, furnished or specified by you for which we have disclaimed responsibility in writing), materials or workmanship: provided always that defective parts have been returned to us if we shall have so required. We shall refund the cost of carriage on such returned parts and the repaired or new parts will be delivered by us free of charge as provided in Clause 11) (Delivery).

  1. Our liability under this clause shall be in lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the goods, and save as provided in this clause we shall not be under any liability, whether in contract, tort or otherwise, in respect of defects in goods delivered or for any injury (other than personal injury caused by our negligence as defined in Section 1 of the Unfair Contract Terms Act, 1977), damage or loss resulting from such defects or from any work done in connection therewith.

16) PATENTS – We will indemnify you against any claim for infringement of Letters Patent, Registered Design, Trade Mark or Copyright (published at the date of the contract) by the use or sale of any article or material supplied by us to you and against all costs and damages which you may incur in any action for such infringement or for which you become liable in any such action. Provided always that this indemnity shall not apply to any infringement which is due to our having followed a design or instruction furnished or given by you or to the use of such article or material in a manner or for a purpose or in a foreign country not specified by or disclosed to us, or to any infringement which is due to the use of such article or material in association or combination with any other article or material not supplied by us. And provided also that this indemnity is conditional on your giving to us the earliest possible notice in writing of any claim being made or action threatened or brought against you and on your permitting us at our own expense to conduct any litigation that may ensue and all negotiations for a settlement of the claim. You on your part warrant that any design or instruction furnished or given by you shall not be such as will cause us to infringe any Letters Patent, Registered Design, Trade Mark or Copyright in the execution of your order.

17) LIABILITY FOR ACCIDENTS AND DAMAGE – If we, our agents or sub-contractors are on site for the purposes of the contract then, notwithstanding the provision of Clause 15 we will indemnify you against direct damage or injury to your property or person or that of others occurring while we are working on site to the extent caused by the negligence of ourselves, our sub-contractors or agents, but not otherwise, by making good such damage to property or compensating personal injury. Provided that :

  1. our total liability for damage to your property (including damage caused by our breach of contract, tort or breach of statutory duty) shall not exceed £1,000,000 or the contract price, whichever sum is the greater, and
  1. we shall not be liable to you for any loss of profit or of contracts or, save as aforesaid, for any loss or damage of any kind whatsoever and whether caused by our breach of contract, tort, breach of statutory duty or otherwise howsoever.
  1. Save as provided in Clause15), we shall not be liable for any damage or injury occurring after our completion of work on site.

18) FINAL CERTIFICATE – Upon expiry of the defects liability period specified in Clause15), we shall be under no further obligation or liability to you either under the contract or in tort (including but not limited to negligence), unless within 14 days thereafter you shall have given us written notice of any matter in respect of which we remain obliged or liable to you. You shall issue to us a final certificate to the effect that we have fulfilled all our obligations and liabilities to you immediately upon expiry of the said period of 14 days or, in the event that you have given us notice as aforesaid which we have not disputed, immediately upon our having dealt with the matter(s) specified therein.

19) ARBITRATION – If at any time any question, dispute or difference whatsoever shall arise between you and ourselves upon, in relation to, or in connection with the contract, either of us may give to the other notice in writing of the existence of such question, dispute, or difference, and the same shall be referred to the arbitration of a person to be mutually agreed upon, or failing agreement within 30 days of receipt of such notice, of some person appointed by the President for the time being of the Institution of Electrical Engineers.

20) LEGAL CONSTRUCTION – Unless otherwise agreed in writing the contract shall in all respects be construed and operate as an English contract and in conformity with English law.

21) STATUTORY AND OTHER REGULATIONS – If the cost to us of performing our obligations under the contract shall be increased or reduced by reason of the making or amendment after the date of tender of any law or of any order, regulation, or bye-law having the force of law that shall affect the performance of our obligations under the contract, the amount of such increase or reduction shall be added to or deducted from the contract price as the case may be.

22) FAILURE TO PAY – In the event any amount payable by you to us under the contract is improperly delayed we may without prejudice to any other right,

  1. charge you interest at a rate of 4% over the then current HSBC plc Base Rate from time to time and
  1. by giving notice to you in writing suspend our performance of the contract and
  1. by further notice to you in writing terminate the contract and
  1. Recover and/or sell the goods.

23) BANKRUPTCY – In the event you commit an act of bankruptcy or being a company commit an act in respect of which a petition for a winding up order may be presented or if a petition for voluntary winding up is brought against you we may forthwith by giving notice to you in writing suspend our performance of the contract and unless we receive a guarantee acceptable to us for the due and faithful performance of the contract by you or by any person in whom the contract may become vested we may terminate the contract. In either case we shall be entitled to the amount of any loss, damage or expense we suffer as a result of the aforementioned event.

24) TITLE AND RISK – The property in the goods shall not pass to you until the goods have been paid for in full. Risk in the goods shall pass to you upon delivery thereof. If, nevertheless you sell the goods or sell items into the which the goods have been incorporated before the goods have been paid in full, you shall hold the proceeds of the sale in trust for us and we shall be entitled to trace the goods into such items or the proceeds of the sale. We may for the purpose of recovery of our goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.

25) CONTRACT(RIGHTS OF THIRD PARTIES) ACT 1999 – A person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of the Contract provided that this does not affect any right or remedy of the third party which exists or is available apart from that Act. No party may declare itself as a trustee of the rights under the contract for the benefit of any third party save as expressly provided in the Contract.