Terms of Service

General Conditions of Contract

1.    DEFINITIONS

(A)    “the Contract” means the Purchase Order together with any documents referred to therein for the supply of the Goods along with these Conditions.
The Order and Conditions shall represent the entire Agreement between the Supplier and VKE as to the terms upon which the Goods shall be supplied and delivered. Any other terms whether written or verbal (including without limitation any terms &  conditions contained in the Supplier’s order forms, tender, printed conditions, correspondence or delivery notes) are expressly excluded unless specifically agreed by VKE  in writing. Any ambiguity between the documents forming the Contract shall be resolved by VKE
(B)    “VKE” means any VKE Group Company including VKE Contractors Ltd, VKE Construction B.V & VKE Plant Ltd
(C)    “the Supplier” means the person named as such in the Order
(D)     “the Goods” means all or part of materials, articles, supplies and goods to be supplied and delivered by the Supplier as specified in the Order
(E)    “the Order” means the Order for materials, articles, supplies and goods and any continuation sheets or attachments added thereto
(F)    “the Site” means the actual place or places to which the Goods are to be delivered in accordance with the Contract
(G)    “the Main Contract” means the contract between VKE and the Employer for which the Goods are required
(H)    “the Employer” means the person named in the Main Contract
(I)    “the Works” means the works as defined in the Main Contract

2.    ASSIGNMENT AND SUB-LETTING

(A)    The Supplier shall not assign or sub-let the whole of the Contract. The Supplier shall not assign or sub-let any part of the Contract without the written consent of  VKE and any permitted sub-letting shall not relieve the Supplier of any liability or obligation under contract

3.    GENERAL   

The Supplier shall be deemed to have capacity to provide delivery of the Goods in accordance with the schedule provided by VKE and as may be amended by VKE to suit the progress of Works.

4.    QUALITY

(A)    The Supplier warrants that the Goods shall be in accordance with the description, quality and standard specified or referred to in the Contract and shall be of merchantable quality and be fit for the purposes for which they are intended.
(B)    The Supplier, warrants that he has exercised and will exercise all the skill care and diligence to be expected of an expertly qualified competent specialist experienced in supplying goods of a similar size, scope and nature to the Goods, in the design of the goods and in the selection of the materials and components used in the manufacture of the goods.
(C)    In any event including the absence of any specification and unless otherwise stated the goods shall be new, the best of their respective kind and comply with the appropriate current British/European Standards as applicable and or Codes of Practice(if any)and shall be to the reasonable satisfaction of VKE.
(D)    If required by VKE the Supplier will provide instruction and maintenance manuals, drawings and all technical information.

5.    DELIVERY AND PASSING OF PROPERTY AND RISK

(A)    Time is of the essence of this Contract. The goods shall be delivered to the Site in accordance with the delivery schedule referred to in the Order or where no such schedule is referred to in accordance with the call off instructions of VKE.  The Supplier shall make deliveries of goods in accordance with the agreed period from call off. Unless otherwise stipulated in writing the cost of such unloading shall be borne by the Supplier. Containers and packing are to be supplied free of charge by the Supplier.
(B)    The written receipt of VKE shall be the only evidence that delivery has been made provided that in the case of packaged goods and/or materials such receipt shall be in evidence of receipt of the package only and such receipt shall not constitute evidence that the Goods are in accordance with the Contract.
(C)    The said delivery schedule shall be subject to revision by VKE as may be reasonably necessary to suit the progress of the Works
(D)    The property and risk in the Goods shall remain with the Supplier until the Goods are delivered to the Site in accordance with
Sub-clause (5A) Upon delivery the property and risk in the Goods shall pass to VKE and where delivery is by instalments upon completion of delivery of each instalment. The Supplier shall from time to time when so requested provide reasonable evidence that prior to such delivery the property in the Goods was vested in the Supplier.
(E)    The Supplier shall  indemnify VKE against any loss damage or breakage of the Goods prior to delivery to the Site
(F)    Notwithstanding the provisions of Clause 5 hereto and without prejudice to any other right or remedy VKE shall have the right to  reject any goods and/or materials found to be damaged or otherwise defective provided that VKE notifies the Supplier as soon as reasonably  practicable once such damage or defect becomes known to VKE and VKE can reasonably show that the damage and/or defect had been caused before or otherwise existed prior to completion of delivery.

6.    DEFAULT

If any Goods do not comply with any term of the Contract including quantity, quality or description or are not delivered in accordance with the delivery schedule or VKE instructions, VKE may reject the Goods or any part of them.

In addition to and without prejudice to any other rights and remedies VKE may have.
(A)    The Supplier shall upon being required to do so by VKE make good by replacement or otherwise any defects in the Goods supplied which appear before expiry of the Defects Liability Period, the period of 24 months from delivery or within the Supplier’s guarantee period whichever is the longer at the Supplier’s sole cost
(B)    In the event of failure to supply the Goods in accordance with the Contract VKE may:
i.    Terminate the Contract by notice in writing to that effect in respect of all or any part of the Goods not supplied prior to such cancellation and  shall not be liable to make any payment whatsoever in connection with the Goods whether by way of compensation or loss of profit or otherwise.
ii.    Charge the Supplier or deduct by way of set off any additional costs reasonably incurred by VKE including any cost in obtaining alternative goods, articles, supplies and/or materials or incurred in connection with delays for which VKE may be liable.
iii.    Take the supply or delivery of the Goods wholly or in part out of the Supplier’s hands and re-contract them to any other person
iv.    Return the Goods and/or materials or any part thereof to the Supplier the cost of which shall be borne by the Supplier. VKE shall be entitled to be repaid in full for any goods and/or materials returned.
v.    Permit the Supplier the opportunity to replace or repair at their expense the goods and/or materials so that they comply with the terms of this Contract. The Supplier shall pay or allow to VKE all additional costs and expenses incurred by VKE by virtue of such replacement or repair.
(C)    VKE may at any time upon giving 14 days notice to the Supplier terminate the supply and/or delivery of the Goods or any part  thereof  under this Contract, provided that if the termination is not by reason of the Supplier’s default, VKE shall  pay the Supplier’s   reasonable costs and expenses directly attributable to such termination but in any event such costs and expenses shall not exceed the price or prices for the total goods to be supplied and VKE shall not be liable for any further costs, damages or expenses or loss of profit however arising  whether expressed or implied by the Contract or in law arising from such termination.

Without prejudice to any other right or remedy expressed or implied by the Contract or in law VKE may deduct from any  monies due or which may be due to the Supplier whether under the Contract or any other contract with  VKE all cost, damages, loss or expense for Supplier default under the Contract.

7.    INDEMNITY AND INSURANCE

(A)    The Supplier shall indemnify and hold VKE harmless against any loss, damage, liability, costs or claims whether direct or indirect suffered by or brought against VKE arising from the Goods supplied or any other work carried out by the Supplier under the Contract whether in respect of injuries to or death of any person including employees of the Supplier or of damage to any property or in the performance of the Contract by the Supplier or resulting from any defect in the Goods provided that such loss, damage, liability,  costs or claims do not arise from any negligence on the part of VKE, its employees, servants or agents.
(B)    The Supplier will at all times during the Contract maintain adequate policies of insurance in respect of damage to or loss of (whether in whole or part) of the Goods whilst the property thereof rests with the Supplier and injury or death of any person (including employees of the Supplier and VKE) and loss or damage of any property arising from the performance of the Contract. The Supplier shall produce to VKE when required to do so the relevant policies of insurance’s and the receipt for current premiums.
(C)    The Supplier will provide all reasonable facilities, assistance and advice required by VKE or their insurers for the purpose of contesting or dealing with any action, claim or matter arising out of the Main Contract.
(D)    The authorised representatives of VKE shall at all reasonable times be granted access by arrangement to premises of the Supplier for the purposes of determining progress in the execution of this Contract, Inspecting the Goods and/or materials at all stages of manufacture and packaging and where requires witnessing or carrying out of tests. The exercise by VKE of its rights under this clause shall not absolve the Supplier from its obligations under this Contract.

10. PATENT AND OTHER RIGHTS

(A)    The Supplier shall indemnify VKE against any action, claim or demand, costs and expenses arising from or incurred by reason of any infringement of any intellectual property rights (including but not limited to patents, trademark or copyright) in respect of or resulting from the supply and delivery of the Goods.
(B)    In the event of any claim or demand being made or action brought against VKE in respect of any of such matters VKE shall notify the Supplier as soon as possible and the Supplier shall conduct with the assistance of VKE if necessary but at the Supplier’s own expense all negotiations for the settlement of such matter and/or litigation which may arise thereof. The Supplier shall pay and discharge all royalties and other sums to whomsoever payable in respect of the Goods.

11. PAYMENT

Payment for the Goods will in accordance with the Order or as agreed in writing as between VKE and the Supplier. All prices for the Goods shall be exclusive of VAT unless otherwise stated. Where the order states a price fluctuation clause shall apply to the Contract any increase or decrease must be notified immediately to VKE and is conditional upon acceptance by VKE in writing. A further Order will be issued to facilitate any variation in price. Where no price fluctuation clause is agreed, the Goods will be fixed price for duration of the works.

12. HEALTH AND SAFETY AT WORK ETC.

(A)    The Supplier shall comply with all relevant legislation concerning health and safety at Work.
(B)    The Supplier shall ensure that all its employees and persons within its control who enter upon the Site wear an approved personal protective equipment at all times and comply with Site Rules and VKE Health and Safety at Work Policy. A copy of the said Policy can be inspected on request. Any person failing to comply with VKE Health & Safety requirements may be refused entry or required to leave the site.

13. DISPUTES

The Contract shall in all respects be construed and performed in accordance with local Law and shall be subject to the jurisdiction of the Courts. For the avoidance of doubt (notwithstanding anything contained herein no arbitration shall apply to the contract.

14. INSOLVENCY

The Supplier shall be deemed to have failed to comply with the terms of the Contract if they become bankrupt, make a composition or arrangement with their creditors, have a winding up order made or a resolution for voluntary winding up passed or have a provisional liquidator, receiver or manager duly appointed, or have possession taken by or on behalf of the holder of any debentures secured by a floating charge.

15. CONFIDENTIALITY

The terms of the Contract and any other information gained by the Supplier about VKE shall be treated as confidential and shall not be communicated to any other person firm or company without the consent in writing of VKE In particular neither this Contract nor  the name VKE shall be used by the Supplier for advertisement or publicity purposes without the prior written consent of VKE.