Rob Newton Associates Ltd
Terms and Conditions of Contract
These conditions shall apply to all quotations issued by the Rob Newton Associates Ltd and to any contract arising there from and no variation waiver to addition thereto shall be binding except as agreed by both parties in writing. Any conditions in a Client's order form or in any other document of the Client shall be of no effect and excluded and shall not in any way bind Rob Newton Associates Ltd.
2. Quotation, Variations and Expenses
a Unless previously withdrawn, quotations are open for acceptance for a period of one calendar month only from the date of issue but if after such period Rob Newton Associates Ltd, at the request of the Client agrees to carry out the work detailed in such lapsed quotations these conditions shall apply thereto.
b Where, in the case of project work to be completed in stages, there is an interval of more than two months between the completion of one stage and the commencement of the next, Rob Newton Associates Ltd may at its discretion withdraw the contract for the remaining stage or stages but shall be entitled to payment for work already carried out.
c No variations will be permitted unless previously agreed between both parties in writing. Variations ordered by the Client will be charged for in accordance with Rob Newton Associates Ltd’ fee scales for the time being in force.
d Travelling expenses and subsistence necessarily incurred by Rob Newton Associates Ltd’ staff or other persons engaged by Rob Newton Associates Ltd on the project will be charged extra to the quoted fee.
e Carriage of files, documents, equipment and of any other items manufactured for a Client will be at the cost of the Client.
f If, by reason of any rise or fall in the rates of wages and salaries or in the cost of material or transport or of conforming to such laws, orders, regulations and by-laws as are applicable to the contract above or below the rates and costs ruling at the date of the quotation, the cost to the Client under the contract shall be increased or reduced, the amount of such increase or reduction shall be added to or deducted from the contract price as the case may be.
3. Commencement and Completion
a Unless otherwise agreed the project will commence as soon as may be reasonably practicable after the receipt of written instructions from the Client.
b Whilst every effort will be made to complete the work by any specified date, time shall not be of the essence of the contract and Rob Newton Associates Ltd shall not be liable for any loss of any nature occasioned by any delay in completion.
a Invoices are payable on receipt of invoice following acceptance of the draft report. Invoices for work being carried out in stages are payable before the next stage commences.
b Invoices will show only the details given in the quotation for work unless the basis for working includes a daily charge. Accounts from subcontractors and suppliers will be grouped together under one heading without breakdown. Invoices from subcontractors may be inspected at Rob Newton Associates Ltd' office.
c If the Client fails to make any payment on the due date then without prejudice to any other right or remedy available to Rob Newton Associates Ltd, Rob Newton Associates Ltd shall be entitled to:
(i) cancel the contract or suspend any further work;
(ii) charge the Client interest (both before and after any judgement) on the amount unpaid at the rate of 3% per annum above the Bank Base Rate from time to time until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest).
d Notwithstanding delivery having been effected the property in the goods supplied by Rob Newton Associates Ltd shall not pass to the Client until Rob Newton Associates Ltd has received payment in full.
a Whilst Rob Newton Associates Ltd will maintain contact with the Client throughout the period of the project work no statement made by the principal investigator or any other member of Rob Newton Associates Ltd staff or other persons engaged by Rob Newton Associates Ltd shall be binding on Rob Newton Associates Ltd unless and until it is confirmed in writing from Rob Newton Associates Ltd.
b A written report will, when appropriate, be submitted to the Client on completion of the project. No verbal statement or interim report shall be taken as necessarily representing Rob Newton Associates Ltd’ view.
6. Inventions and Patents
Unless otherwise agreed all Intellectual Property of whatever nature originated by any member of Rob Newton Associates Ltd staff or other persons engaged by or on behalf of Rob Newton Associates Ltd and arising directly or indirectly out of the project shall be the property of Rob Newton Associates Ltd.
7. Confidential Information
a All information concerning the project whether supplied by the Client or not shall be regarded as confidential by Rob Newton Associates Ltd and its servants or agents. If Rob Newton Associates Ltd receives a request for information relating to the project, it may have to disclose some information under the Freedom of Information Act 2000. Rob Newton Associates Ltd may need to consult with the client before releasing information, and on such occasions a timely response would be required.
b Neither Rob Newton Associates Ltd nor the Client may use the name of the other either directly or by inference for any purpose whatsoever without the written authority of the other.
a No information of any description concerning the project work or its results will be published by either party without the prior written consent of the other.
b The client may not use Rob Newton Associates Ltd name in any connection with any publicity arising out of the contract unless specific written approval is given by Rob Newton Associates Ltd.
9. Termination of Contract
a The contract will be terminated immediately:-
(i) on written notice by Rob Newton Associates Ltd that in its opinion the object of the project proves impossible or impracticable.
(ii) if it proves impossible to achieve the object of the project within the prices quoted due to no fault on the part of Rob Newton Associates Ltd.
b If the contract is terminated the Client will indemnify Rob Newton Associates Ltd in respect of all costs, claims and demands by any subcontractors and suppliers involved in the project work and Rob Newton Associates Ltd will be entitled to payment on a quantum meruit basis for work done up to the date of termination.
10. Testing of items
a Whilst Rob Newton Associates Ltd shall take every care not to lose or damage items, the Client acknowledges that the mutilation of them may occur during and/or as a consequence of testing and therefore, Rob Newton Associates Ltd is under no obligation to return the items unless specifically requested to do so by the Client and in which case the Client will accept the item in whatever condition it then is.
b Any reports, test certificates and opinions which Rob Newton Associates Ltd supplies to the Client shall be received by him on a strictly confidential basis and shall not be disclosed by him for any purpose whatsoever including but not limited to whether in connection with advertising or otherwise without prior written consent of Rob Newton Associates Ltd.
c Any report which Rob Newton Associates Ltd gives refers only to the items reported upon and not to the bulk of which they form a part, and is not an opinion upon such bulk unless otherwise stated. When an opinion upon bulk is required this can only be given if the bulk is sampled by Rob Newton Associates Ltd or by its representatives, or in certain cases inspected in full.
d Pursuant to the agreed programme of work, Rob Newton Associates Ltd will issue reports and Certificates of Testing which reflect statements of opinions made with due care within the limitations of the programme of work agreed between Rob Newton Associates Ltd and the Client, and Rob Newton Associates Ltd is under no obligation to refer to, or report upon, any facts or circumstances which are outside the agreed programme of work.
While Rob Newton Associates Ltd will use every endeavour to achieve a satisfactory outcome of the project, no warranty, express or implied, is given as to the performance of or results obtained or obtainable from any design, layout, scheme, investigation or other work done by Rob Newton Associates Ltd, its servants or agents nor that any machine, equipment or apparatus made, built or purchased by Rob Newton Associates Ltd or by the Client on Rob Newton Associates Ltd’ advice, will be suitable for any particular purpose or for use under any specific conditions, notwithstanding that such purpose or conditions may be known or be made known to Rob Newton Associates Ltd.
The Client shall be liable for and shall indemnify Rob Newton Associates Ltd against any liability, loss, costs, expenses, claims or proceedings whatsoever arising as a result of work done in accordance with the Client's specification which involves the infringement of any letters patent, registered design or trade mark, or any claim for such infringement. No work will be produced by Rob Newton Associates Ltd which to Rob Newton Associates Ltd’ knowledge will infringe any letters patent, registered design or trade mark but no warranty, express or implied, is given against, and Rob Newton Associates Ltd shall not incur any liability because of the existence of such.
Rob Newton Associates Ltd shall not be liable for any claim for damages, direct or consequential loss, loss of profits, or called upon to indemnify the Client against claims by other parties in respect of non-delivery, delay in delivery or defects or errors in the work undertaken, or arising from the supply of services and/or equipment by Rob Newton Associates Ltd. Rob Newton Associates Ltd shall not be responsible for any loss, damages, expenses or injuries howsoever occasioned to or sustained by any person or any property caused by or in any way arising out of the use of any equipment or any part thereof designed, manufactured or supplied by, or on behalf of, or at the direction of Rob Newton Associates Ltd.
14. Drawings, Model and Equipment
a Any drawings, models or other mailer submitted with the quotations are confidential and are provided to show approximately Rob Newton Associates Ltd’ proposals. They must not be shown, produced or copied to any third party or used for any other purpose whatsoever. They will remain the property of Rob Newton Associates Ltd and must be returned on request.
b All models or experimental equipment provided at the expense of Rob Newton Associates Ltd and used during the course of the work remain the property of Rob Newton Associates Ltd unless otherwise specifically agreed.
15. Law Application
The construction, validity and performance of the contract shall be governed in all respects by the Laws of England.
Conditions of contract
ROB NEWTON ASSOCIATES LTD
Rob Newton Associates Ltd 2015