TERMS

BOILER & VALVE ENGINEERING LTD

Unit 2, Balmakeith Business Park, Nairn, IV12 5QR, Scotland

www.boilerandvalve.co.uk

STANDARD TERMS AND CONDITIONS OF SALE AND SUPPLY

1. GENERAL

(i) These Terms and Conditions apply to all quotations, orders, contracts for the supply of goods, spare parts, materials, installation, commissioning, site work, and engineering services issued or undertaken by Boiler & Valve Engineering Ltd ("the Company"). Acceptance of a quotation, whether in writing, verbally, or by instruction to proceed, constitutes full acceptance of these Terms and Conditions.

(ii) No alteration, variation, or addition to these Terms shall be binding upon the Company unless agreed in writing by an authorised representative of the Company. In the event that a Customer's order or enquiry contains conflicting terms, those terms shall not govern this contract; this contract shall be subject only to the Terms and Conditions stated herein.

(iii) Where no formal quotation has been issued, acceptance of any order by the Company shall nonetheless be subject to these Terms and Conditions.

(iv) A person who is not a party to this Agreement has no right to enforce any term of this Agreement under the Contracts (Third Parties) Act 1999.

(v) The Company reserves the right to subcontract all or part of any works, including specialist labour, engineering services, or manufacture, without prior notification to the Customer, provided that the Company remains responsible for the standard of work performed by any subcontractor engaged on its behalf.

 

2. DEFINITIONS

In these Terms and Conditions:

"Company" means Boiler & Valve Engineering Ltd, Unit 2, Balmakeith Business Park, Nairn, IV12 5QR.

"Customer" means the person, firm, or company placing an order with or accepting a quotation from the Company.

"Goods" means any boiler plant, valves, ancillary equipment, spare parts, materials, or other items supplied by the Company.

"Works" means any installation, commissioning, site work, engineering services, or other labour undertaken by the Company.

"Contract" means the agreement between the Company and the Customer for the supply of Goods and/or Works, incorporating these Terms and Conditions.

"Order" means the Customer's written or verbal instruction to proceed with supply of Goods and/or Works.

 

3. QUOTATIONS AND ACCEPTANCE

(i) Unless otherwise stated, quotations are valid for 30 days from the date of issue. The Company reserves the right to withdraw or amend any quotation at any time prior to formal acceptance.

(ii) Acceptance of a quotation must be accompanied by sufficient information to enable the Company to proceed with the order. Where additional information is required after acceptance, and costs have increased in the intervening period, the Company reserves the right to amend prices accordingly.

(iii) All drawings, specifications, catalogues, technical datasheets, and other descriptive matter submitted with a quotation are approximate only and for general guidance. They do not form part of the Contract unless expressly stated in writing.

(iv) All intellectual property in drawings, designs, and documentation prepared by the Company remains the property of the Company and may not be reproduced, shared, or used for any purpose other than that for which they were supplied, without the Company's prior written consent.

 

4. PRICES AND PAYMENT

4.1 Pricing

All prices are exclusive of VAT unless expressly stated otherwise. VAT will be applied at the rate current at the date of invoicing. Prices quoted are based on information provided at the time of enquiry. Should the scope of Works or supply change after acceptance, revised pricing will apply and will be confirmed in writing.

 

4.2 Payment Terms

Unless otherwise agreed in writing, all invoices are due and payable within 30 days of the invoice date. Time of payment shall be of the essence of the Contract.

Payment shall be made in full without set-off, deduction, discount, abatement, or counterclaim unless expressly agreed in writing by the Company.

 

4.3 New Customers and Large Projects

For large-value contracts or where the Customer is a new account, the Company reserves the right to require:

(a) A deposit of up to 100 % of the contract value with the order;

(b) Stage payments linked to defined milestones or delivery of materials;

(c) Payment in full prior to delivery or despatch of Goods.

The Company will confirm any such requirement in writing at the time of quotation or order acceptance.

 

4.4 Spare Parts

Spare parts may be subject to payment in advance at the Company's discretion, particularly for non-stock items, special-order parts, or where delivery is required urgently. This will be confirmed at quotation stage.

 

4.5 Late Payment

The Company reserves the right to charge interest on overdue accounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 at a rate of 8% per annum above the Bank of England base rate, accruing on a daily basis from the due date until payment is received in full. The Company also reserves the right to claim reasonable debt recovery costs under that Act.

Without prejudice to its other rights, in the event of non-payment the Company may suspend all further works, withhold delivery of Goods, and/or treat the Contract as terminated.

 

5. DELIVERY AND STORAGE

(i) Delivery dates given are estimates only. The Company will make every reasonable effort to meet stated timescales but shall not be liable for delays arising from circumstances beyond its reasonable control, including supplier lead times, material shortages, weather, or other Force Majeure events.

(ii) Where Goods are ready for delivery and the Customer is unable to accept them, the Company may arrange storage at the Customer's cost. Goods shall be deemed to have been delivered 7 days after the Company has notified the Customer that they are ready for collection or despatch, and payment terms shall apply accordingly.

(iii) Risk in Goods passes to the Customer upon delivery or deemed delivery. Title in Goods remains with the Company until payment has been received in full (see Clause 6).

(iv) The Customer is responsible for ensuring that adequate access, storage facilities, and any structural requirements are in place to receive Goods prior to delivery. Any additional costs arising from inadequate access or preparation are chargeable to the Customer.

(v) Where packing cases or containers are charged for, they will be credited upon return in good condition, carriage paid, within one month of receipt.

 

6. RETENTION OF TITLE

(i) Ownership of all Goods supplied by the Company shall remain vested in the Company until the Company has received payment in full for those Goods and for all other sums due from the Customer to the Company on any account.

(ii) Until ownership passes, the Customer shall hold the Goods as bailee for the Company, store them separately and identifiably, maintain them in satisfactory condition, and keep them adequately insured at full replacement value noting the Company's interest on the policy.

(iii) The Company reserves the right to recover Goods from the Customer's premises if payment is overdue, and the Customer hereby grants the Company or its agents irrevocable licence to enter any premises where the Goods are stored for this purpose.

(iv) If the Customer resells Goods before title has passed, the proceeds of such sale shall be held on trust for the Company to the extent of any amount owed.

(v) The Customer's right to possession of the Goods shall cease immediately upon the commencement of any insolvency proceedings, appointment of an administrator, receiver or liquidator, or if the Customer ceases or threatens to cease to carry on business.

 

7. SITE WORKS, INSTALLATION AND COMMISSIONING

7.1 Customer Responsibilities

Where the Contract includes installation, commissioning, or other site works, the Customer shall, unless otherwise agreed in writing:

(a) Ensure the site is accessible, at ground level or with suitable access agreed in advance, and free from obstruction;

(b) Provide adequate and safe working conditions, including lighting, heating, power, and water supplies free of charge;

(c) Arrange and provide all necessary craneage, lifting equipment, scaffolding, and access platforms required for the works;

(d) Ensure all necessary isolations are completed and documented prior to the Company's attendance;

(e) Provide valid permits to work (PTW) and any other site safety documentation required, which the Company's engineers will sign upon arrival;

(f) Arrange and pay for any structural alterations, foundations, or preparatory civil works required;

(g) Obtain all necessary consents, approvals, and statutory notifications required for the works.

 

7.2 Delays and Standing Time

Where the Company's engineers attend site and are unable to proceed due to circumstances outside the Company's control - including but not limited to unavailability of isolations, absence of permits to work, incomplete preparatory works, or third-party delays - the Company reserves the right to charge for standing time, waiting time, and any additional mobilisation or travel costs incurred as a result.

Where a planned shutdown or maintenance window is cancelled or rescheduled by the Customer with less than [INSERT notice period, e.g. 48 hours] notice, the Company may charge a cancellation or abortive visit fee.

 

7.3 Commissioning

Where commissioning is included in the Contract, the Customer shall ensure that everything required for commissioning - including power, fuel, gas, water, and operator personnel - is ready for the Company's engineer upon arrival. If the engineer is delayed or required to make additional visits due to the Customer's failure to comply, the additional costs shall be charged to the Customer.

 

7.4 Working Hours

Unless otherwise stated, all site works are quoted on the basis of normal working hours, Monday to Friday. Any requirement to work outside normal hours, including evenings, weekends, or bank holidays, will be subject to additional charges at the appropriate overtime rates.

 

8. WARRANTY AND DEFECTS

8.1 Workmanship

The Company warrants that all Works carried out by it shall be performed with reasonable skill and care. Where a defect in the Company's workmanship becomes apparent, the Company will investigate and, where it is established that the defect arose directly from the Company's own work, will make good that defect without charge within a reasonable period of notification.

Warranty claims must be notified to the Company in writing within 14 days of the defect becoming apparent. No repair or remedial work shall be undertaken by the Customer or any third party without the Company's prior written consent, or any warranty will be void.

8.2 Goods and Parts

Goods and spare parts supplied by the Company are covered by the warranty provided by the relevant manufacturer or supplier. The Company will pass on the benefit of any such manufacturer's warranty to the Customer but accepts no liability beyond that provided by the manufacturer.

Where a defect in supplied Goods is identified, the Company will liaise with the manufacturer on the Customer's behalf, but the resolution of any warranty claim is subject to the manufacturer's own terms and processes.

The Company's warranty obligations under this Clause do not apply where Goods have been subject to misuse, modification, improper storage, incorrect installation by others, or failure to follow operating instructions.

 

8.3 Warranty Period

Unless otherwise agreed in writing, any workmanship warranty provided by the Company applies for a period of 12 months from the date of completion of the relevant Works, or from the date of deemed delivery of Goods, whichever is applicable.

 

9. LIABILITY AND EXCLUSIONS

9.1 Exclusion of Consequential Loss

To the fullest extent permitted by law, the Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

(a) Loss of production or loss of output;

(b) Loss of profit or loss of revenue;

(c) Loss of contract or loss of business;

(d) Plant downtime or operational downtime costs;

(e) Wasted expenditure;

(f) Any indirect, special, or consequential loss or damage of any kind whatsoever.

This exclusion applies whether or not the Company was advised of the possibility of such losses.

 

9.2 Limitation of Liability

The Company's total aggregate liability to the Customer under or in connection with any Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total value of the payments received by the Company under that contract in the current financial year.

 

9.3 Exceptions

Nothing in these Terms and Conditions shall exclude or limit the Company's liability for:

(a) Death or personal injury caused by the Company's negligence;

(b) Fraud or fraudulent misrepresentation;

(c) Any other liability which cannot be lawfully excluded or limited.

 

10. CANCELLATION AND RETURNS

10.1 Cancellation by the Customer

Orders accepted by the Company may not be cancelled by the Customer without the Company's prior written consent. Where such consent is given, the Customer shall indemnify the Company in full against all costs incurred up to the point of cancellation, including but not limited to materials ordered or manufactured, labour expended, and any third-party commitments made on the Customer's behalf.

 

10.2 Returns

The Company does not accept the return of Goods as a matter of course. Goods specially ordered, manufactured to specification, or non-standard items cannot be returned under any circumstances.

Where the Company agrees in writing to accept a return of standard stocked Goods, a restocking charge of 20% of the invoiced price will apply, with a minimum charge of GBP 50. All returns are at the Customer's cost and risk. Goods must be returned in original, unused, undamaged condition with all original packaging.

Return requests must be made in writing within 30 days of delivery. The Company's decision on whether to accept a return is final.

 

11. FORCE MAJEURE

The Company shall not be liable for any failure to perform or delay in performance of its obligations under the Contract where such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, fire, flood, explosion, storm, epidemic or pandemic, war, civil unrest, government action, strikes, lockouts, labour disputes (whether involving the Company's workforce or otherwise), or delays by suppliers or carriers.

The Company will notify the Customer as soon as reasonably practicable if a Force Majeure event arises and will use reasonable endeavours to minimise the impact. Where a Force Majeure event continues for a period in excess of 90 days, either party may terminate the affected Contract by written notice without liability to the other, save for payment for Goods delivered or Works completed prior to termination.

 

12. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

All drawings, designs, specifications, reports, and other documentation produced by the Company in connection with any quotation or contract remain the intellectual property of the Company. They are provided in confidence for the sole purpose of the relevant contract or tender and shall not be copied, reproduced, or disclosed to any third party without the Company's prior written consent.

The Customer's enquiry and order information will be treated as confidential and will not be disclosed to third parties except as required to fulfil the contract (e.g. manufacturers, subcontractors).

 

13. DATA PROTECTION

Any personal data provided to the Company in connection with a quotation or contract will be processed in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Personal data will be used solely for the purposes of administering and fulfilling the Contract, managing the customer account, and meeting legal obligations.

Data will not be sold or passed to third parties for marketing purposes.

 

14. INSOLVENCY OF THE CUSTOMER

The Company shall be entitled to suspend works, withhold delivery, or terminate any Contract immediately and without liability to the Customer in the event that the Customer:

(a) Fails to pay any sum due to the Company by the due date;

(b) Has a bankruptcy order made against it, makes any arrangement with creditors, or enters administration, receivership, or liquidation;

(c) Ceases or threatens to cease to carry on its business;

(d) Has a receiver, administrator, or administrative receiver appointed to any part of its assets or undertaking.

 

15. GENERAL

(i) Waiver: Failure by the Company to enforce any provision of these Terms at any time does not constitute a waiver of that provision or of the Company's right to enforce it subsequently.

(ii) Severability: If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed severed and the remaining provisions shall continue in full force and effect.

(iii) Entire Agreement: These Terms and Conditions, together with the relevant quotation, constitute the entire agreement between the Company and the Customer in respect of the relevant Contract and supersede all prior representations, discussions, or agreements.

(iv) Assignment: The Customer may not assign or transfer any rights or obligations under the Contract without the prior written consent of the Company. The Company may assign or subcontract any of its obligations.

(v) Notices: All formal notices under this Contract must be in writing and delivered by hand, first class post, or email (with confirmation of receipt) to the registered address or principal trading address of the relevant party.



 

16. GOVERNING LAW AND JURISDICTION

These Terms and Conditions and any Contract arising from them shall be governed by and construed in accordance with the laws of Scotland. Both parties irrevocably submit to the exclusive jurisdiction of the Scottish Courts in relation to any dispute or claim arising under or in connection with these Terms or any Contract.

 

 

Version 1.0 | Boiler & Valve Engineering Ltd | Unit 2, Balmakeith Business Park, Nairn, IV12 5QR, Scotland

These Terms do not affect your statutory rights