AXSYS STRUCTURAL DESIGN LTD - STANDARD TERMS AND CONDITIONS

The following standard conditions of contract apply to all work carried out by Axsys Structural Design Ltd, Company number SC829684.

1. Unless specifically agreed in writing to the contrary, the Client is the person, company, authority or other body to whom our proposal/scope of works/fee quotation (“Proposal”) is addressed. The parties to the contract are you the Client and us, Axsys Structural Design Ltd.

2. These terms shall not be treated as varied or waived unless expressly agreed in writing by the parties that these terms are to be varied or waived. Subject to any such agreement, these terms have precedence over any others contained in other documents or letters.

3. We shall provide to you the services referred to in our Proposal (the “Services”).

4. If, following receipt of our Proposal, you instruct us to proceed or to continue with our Services, we shall be entitled to assume your acceptance of the Proposal and these terms.

5. Any subsequent variation to the Services (from those set out in our Proposal) must be agreed with us. Any additional or alternative work arising from such an agreed variation or undertaken as additional services as set out in our Proposal requested by you, or arising from compliance with your instructions or factors outside our control, shall be subject to additional or alternative charges, which shall) be agreed between the parties.

6. Our fees and expenses for this commission as set out in the Proposal remain open for acceptance for 1 month from the date of the Proposal.

7. Unless otherwise agreed, invoices will include reimbursable costs and expenses associated with the work for travel, accommodation, subsistence, printing, computing and any other reasonable expenses.

8. Invoices will be rendered monthly from the start of our Services on a milestone basis, unless stated otherwise in the Proposal. Payment in full is due on receipt of the invoice with the final date for payment being 7 days thereafter. Without prejudice to any other rights we may have we may add interest and compensation at the statutory rate at which interest applies to court judgments in Scotland from the final date for payment until payment is made in full. If you fail to pay in full by the final date for payment, we reserve the right to either terminate our engagement (and claim damages on the basis of such termination having arisen as a result of your breach) or suspend our Services until the outstanding amount, together with interest (if appropriate), has been received.

9. We may serve a notice specifying material breach of contract as a result of non-payment of any bona fide, undisputed outstanding invoice. Such written notice shall require full payment of any outstanding invoices within fourteen (14) days of the date of notice served. If you fail to remedy the material breach within that period, we may suspend our Services forthwith. Any such suspension shall continue unless and until payment has been received. Where proper notice has been served, we shall not be liable for any losses or damage caused by any action taken under this clause 10 as a direct result of your non-payment of any outstanding invoice(s).

10. External costs to be incurred on your behalf, such as planning application or other statutory fees are payable in advance. We reserve the right not to proceed in this respect until such time as payment has been made in full.

11. We will exercise reasonable skill and care in carrying out our Services. We shall not be liable in connection with the carrying out of our Services, save in respect of (i) any claim that cannot be excluded or limited in law, or (ii) any claim under this contract for our failure to exercise reasonable skill and care in carrying out our Services. Unless expressly agreed in writing as a qualification to this clause, we shall not be liable for the performance of any other person not engaged by us, nor responsible for checking or reporting on their performance.

12. Our total aggregate liability in contract, tort, delict (including negligence or breach of statutory duty), or otherwise arising in connection with the Services or this contract shall be limited to £250,000 (two hundred and fifty thousand pounds).

13. Without prejudice to any provision in this contract whereby liability is excluded or limited to a lesser amount, our liability in respect of any one claim arising from one source or originating cause and in total for all claims arising under or in connection with this contract whether in contract, tort (including negligence), for breach of statutory duty or otherwise in respect of:
a. The combustibility, fire protection performance, fire resistance and/or fire-retardant characteristic of any external cladding or roofing systems;
b. Any internal fire protection systems; and/or
c. any aspect of the fire safety or fire performance of a building or structure

14. shall be limited to the amount, if any, recoverable by us by way of indemnity against the claim or claims in question under any professional indemnity insurance taken out by us and in force at the time that the circumstance that might give rise to the claim or claims or if later the claim or claims is or are reported to the insurer in question.

15. When we are required to act on your behalf or as your agent, you agree to indemnify us against all claims against us as a result, except to the extent that any liability arises as a result of any breach of Clause 13.

16. We shall not be liable for any breach of this contract if the relevant action in respect of that breach is commenced more than 6 years after completion of our Services in respect of this commission.

17. This contract is personal to you and the Services and all written reports or other communications shall be for your benefit only and shall not be passed to any other person without our consent.

18. Copyright in and relating to all materials used by us in connection with the Services and all works (including documents and reports) prepared by us for you including all plans, maps, drawings, models, specifications, photographs and all other records, documents, reports or presentational materials remain vested in us as does any intellectual property contained therein. Subject to payment by the Client of the fees, remuneration and expenses properly due to us under this contract, we shall grant you an irrevocable, non-exclusive, royalty-free license to use all such documents and the intellectual property contained therein solely for the benefit of the Services and only for that which they were originally prepared by us.

19. We will have a general lien on all documents, papers, files etc in our possession related to any project(s) for which our rendered invoices remain unpaid.

20. We shall be under no liability if we are unable to carry out any of our Services for any reason beyond our control including (without limiting the foregoing): act of God, acts of terrorism, epidemics and pandemics, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or any other action taken by employees in contemplation or furtherance of dispute (a delay event). Upon the occurrence of such a delay event, our obligations shall be suspended for so long as such event means that performance of the Services is not immediately possible and is therefore delayed beyond our reasonable control. In such circumstances all moneys then due to us at the date of suspension shall be paid immediately. If a delay event hinders performance of the Services for a continuous period of six (6) months, either party may terminate the Agreement by giving written notice to the other.

21. We may terminate this contract by giving no less than 28 days’ written notice to you. Upon receipt of such notice, the parties shall take such steps as are necessary to bring the Services and this contract to an end. You may terminate this contract by giving no less than 28 days’ written notice to us, subject always to any outstanding payment of all of the fees, remuneration and expenses properly due to us under this contract.

22. This contract does not confer any rights on anyone other than the parties to it.

23. This contract shall be governed by and construed in accordance with Scottish law and the Scottish courts shall have exclusive jurisdiction over any dispute or difference that may arise.