Terms And Conditions

Standard terms and conditions for the provision of all services

These are the standard Terms and Conditions for the provision of all GEV Windpower services. The Client’s attention is particularly drawn to the provisions of clause 8.

GDPR

Definitions & interpretation
1. In these Conditions, the following terms shall have the following meanings:
  1. “Charges” – the charges payable under the Contract including, without limitation, the Price, the expenses in clause 3.2 or any additional expenses incurred under clause 3.3;
  2. “Conditions” – the conditions set out in this document;
  3. “Contract” – a contract for the supply of Services by GEVWP to the Client comprising these Conditions, together with any special conditions set out in the Order Confirmation or otherwise agreed between GEVWP and the Client in writing and signed by the Managing Director and/or appropriate Director and/or Authorised Officer of the company;
  4. “Client” -the person identified as such in the Order Confirmation;
  5. “Deliverables” – the deliverables set out in the Order Confirmation;
  6. “GEVWP” – GEV Wind Power Limited a company registered in England and Wales with Company No 6536119;
  7. “Order” – the Client’s order for the Services as set out in the Client’s purchase order form, or the Client’s written acceptance of GEVWP’s quotation.
  8. “Order Confirmation” – written acceptance by the Managing Director and/or appropriate Director and/or Authorised Officer of the company of a request by the Client for GEVWP to provide the Services;
  9. “Price” – the price for the Services set out or referred to in the Order Confirmation or otherwise agreed in writing by the parties;
  10. “Services” – such services, including the Deliverables, as are set out in the Order Confirmation;
  11. “Site” – the site or sites where the Services are to be carried out (other than GEVWP’s own premises);
  12. “Timetable” – the timetable for the performance of the Services and the Client’s obligations under the Contract, as set out in the Order Confirmation or as subsequently agreed by the parties in writing.
2. The headings in these Conditions are for convenience only and shall not affect their interpretation.
  - To the extent that there is any conflict between these Conditions and the Order Confirmation, the Order Confirmation shall prevail.
  - Reference to any English legal term for any action, remedy, method of judicial proceedings, legal document, legal status, court official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term.
The Services and Basis of Contract
1. The Order constitutes an offer by the Client to purchase the Services in accordance with these Conditions.
2. The Order shall only be deemed to be accepted when GEVWP issues an Order Confirmation at which point and on which date the Contract shall come into existence.
3. Any samples, drawings, descriptive matter or advertising issued by GEVWP, and any descriptions or illustrations contained in the GEVWP’s promotional material, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
4. Any quotation given by GEVWP shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.
5. GEVWP shall use its reasonable endeavours to provide the Services in accordance with the Timetable but time shall not be of the essence for performance of the Services.
The Charges and Payment
1. The Client shall pay GEVWP the Charges
2. Where GEVWP incurs reasonable expenses in connection with the provision of the Services, they shall be chargeable in addition to the Price. Where:
  1. any Contract for the provision of Services is cancelled by the Client; or
  2. any Contract for the provision of Services is cancelled by GEVWP for any reason beyond its reasonable control including, without limitation, a Force Majeure Event (as defined below);
3. GEVWP may, subject to clause 9.4, require the Client to pay Charges.
  1. If GEVWP has incurred any additional expenses or spent any time beyond that anticipated under the Contract as a result of, as a result of:
    1. a delay or interruption in the provision of Services due to a Force Majeure Event; or any act or omission of the Client; or
    2. the act or omission of the Client;
    3. the failure by the Client to perform any of its obligations under the Contract; or
    4. any variation in the provision of the Services at the request of the Client;
    then GEVWP may require the Client additionally to pay an amount equal to the additional expenses plus any fees calculated on the basis of the additional time spent and applicable charge-out rates of GEVWP in force from time to time.
4. Charges may be invoiced at any time following the provision of the Services (or any part of them) or, in the event of termination of the Contract, at any time following cancellation.
5. The Client shall pay GEVWP in full, without deduction, counterclaim or set-off, in cleared funds within 30 days of the date of each invoice unless otherwise expressly stated in the quote for services. Time of payment of GEVWP’s invoices shall be of the essence.
6. If the Client fails to pay any Charges by the due date, then without prejudice to any other right or remedy available to it, GEVWP may in its sole discretion:-
  1. suspend the provision of the Services to which the Charges relate or any other services; and/or
  2. recover what is owed by deducting money otherwise due by GEVWP to the Client whether under this Contract or otherwise; and/or
    1. charge interest (both before and after any judgement) on a day to day basis on the amount unpaid at the rate in force from time to time under the Late Payment of Commercial Debts (Interest) Act 1998 until payment; and/or
    2. withhold or rescind any certificate or report issued or due to be issued by GEVWP pursuant to the Services and the Client shall not use or rely on any certificate or report provided by GEVWP pursuant to this Agreement; and/or
  3. terminate the Contract
    1. Payment of the Charges shall be in Sterling or any other currency agreed by GEVWP and the Client in writing. The Charges shall exclude Sales (Value Added Tax) or other local or national government taxes and imposts. The Client shall pay these additionally.
    2. GEVWP shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and GEVWP shall notify the Client in any such event
    3. The Charges and terms of payment may be amended on GEVWP giving at least thirty (30) days’ written notice to the Client if the cost to GEVWP of performing the Services shall be increased by the making or amendment of any law, order, regulation or by-law having the force of law, or by any other unforeseen circumstances including an event of Force Majeure.
Client Responsibilities
1. The Client shall:
  1. give GEVWP all reasonable assistance to enable it to complete the Services in accordance with the Timetable;
  2. ensure that the terms of the Order Confirmation are complete and accurate;
  3. provide instructions as to the Services it requires, including without limitation the types of services it requires and the purpose for which those services shall be used and where such instructions follow the Order Confirmation GEVWP shall not be bound by them until it has expressly agreed to be so bound. In the absence of providing detailed procedures or international standards, or in the provision of such information which is deemed to be incorrect, GEVWP shall perform such duties in accordance with its own internal procedures or applicable international standards;
  4. provide all such information regarding the location, the services to be provided, the facilities available, access arrangements as GEVWP shall require;
  5. maintain the highest standard of safe working practices at the Site, provide a safe working environment for GEVWP, and provide all information required by GEVWP to enable it carry out the Services safely and in accordance with all applicable health and safety laws and rules;
  6. co-operate with and provide all such assistance as may be reasonably required by GEVWP to enable it to carry out the Services, including without limitation, in relation to procuring all such access to the Site, assistance with moving and/or use of such equipment at the Site (whether owned by the Client or by third parties), assistance with the delivery, unloading, safe storage, moving, reloading and collection of equipment within, to and from the Site, in each case as may be necessary to enable GEVWP to perform the Services;
  7. procure all such permits and permissions as may be required for GEVWP and its staff to carry out the Services including without limitation national, regional and local work permits, and rights access to the Site;
  8. co-operate fully with GEVWP and its staff to enable the Services to be carried out in a timely and safe manner;
  9. perform the obligations required of it in the relevant Order Confirmation in accordance with the Timetable. Such facilities and obligations shall, save insofar as the Order Confirmation provides otherwise, be provided and performed free of charge; and
  10. keep and maintain all materials, equipment, documents and other property of GEVWP (Supplier Materials) at the Client’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to GEVWP, and not dispose of or use the Supplier Materials other than in accordance with the GEVWP’s written instructions or authorisation.>
  11. Where personal data (as defined in the Data Protection Act 1998 under legislation written under the laws of England & Wales) is disclosed to GEVWP and processed by GEVWP as part of the performance of the Services, the Client shall be responsible for obtaining all necessary consents and approvals to ensure that such processing is carried out in accordance with the Data Protection Act 1998 and will provide evidence of such consents and approvals to GEVWP on request.
Intellectual Property Rights
1. Subject to clauses 3.6 and 5.2, the property in any certificates and reports produced by GEVWP pursuant to the Services shall pass to the Client on payment of all sums due under these Conditions.
2. The copyright and all other intellectual property rights in any such certificate and/or report shall belong and continue to belong to GEVWP. The Client may not reproduce any report or certificate (or any part of them) produced by GEVWP under as part of the provision of the Services in any form whatsoever (including, for the avoidance of doubt, electronic) save as expressly permitted under these Conditions or approved by GEVWP in writing.
Warranties
1. GEVWP warrants and represents to the Client that:
  1. it will provide the Services with reasonable care and skill;
  2. the individuals carrying out the Services for GEVWP will be suitably qualified in relation to the Services and in respect of the particular tasks assigned to them;
  3. the equipment provided by GEVWP will in the case of Services performed at GEVWP’s premises, be fit for use and suitably calibrated in relation to the Services at the time of performance of the Services; and, in the case of Services performed otherwise than at GEVWP’s premises, be fit for use and suitably calibrated in relation to the Services at the time such equipment leaves the premises of GEVWP; and
  4. the results of any tests carried out pursuant to the Services will, if set out in an authorised report or certificate issued by GEVWP, accurately reflect the information gathered by GEVWP as at the place and time of testing, as to the result of the particular tests carried out.
2. The Client shall give notice to GEVWP as soon as it is reasonably able upon becoming aware of a breach of the warranties set out in clause 6.1.
3. Subject to the Client complying with its obligation under clause 6.2, GEVWP shall remedy any breach of the warranties set out at clause 6.1 by replacing the relevant report or certificate or re-performing the relevant Services. GEVWP shall have no liability or obligation under those warranties other than to remedy breaches of those in accordance with this clause 6.3.
  1. Save as expressly provided in these Conditions, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise in respect of the Deliverables or the provision of the Services are hereby excluded to the fullest extent permissible by law.
  2. Notwithstanding any agreement by GEVWP to provide services as required by the Client, GEVWP gives no warranties as to the suitability or fitness for purpose of the Services
  3. GEVWP shall ensure it complies with the requirements of the Bribery Act 2010 in all material respects.
Indemnities
1. The Client shall indemnify and keep GEVWP fully and effectively indemnified against all costs (including legal costs), damages, claims, demands, expenses and liabilities of whatever nature:
  1. incurred or sustained by GEVWP as a result of any breach by the Client of its obligations at clauses 4 or 5.2 above;
  2. arising out of or in connection with any claim that the use by GEVWP in connection with the provision of the Services of any information or materials provided by the Client infringes the intellectual property or other rights of any third party;
  3. arising out of or in connection with any loss of or damage to equipment used in connection with the Contract.
2. This clause shall survive termination of the Contract.
Limitations on Liability
1. Except in respect of the injury to or death of any person caused by the negligent act or omission of GEVWP, its employees, agents or sub-contractors (“GEVWP’s negligence”), fraud or fraudulent misrepresentation, or a breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) GEVWP’s total liability in respect of all losses including contractual breaches or representations, statements or tortious acts or omissions arising under or in connection with the Contract (a “Default”) shall not exceed, in aggregate:
  1. the total sums paid or payable by the Client to GEVWP under the relevant Contract or the specific service to be provided therein, whichever is the lesser sum;
  2. provided that, in the case of damage to tangible property, GEVWP’s total liability shall be the lower of £10,000 or the amount calculated in accordance with clause 8.1.1.
2. Notwithstanding anything else contained in these Conditions (and without limiting GEVWP’s liability in respect of the injury to or death of any person caused by GEVWP’s negligence), GEVWP shall not be liable to the Client for any loss of profits, goodwill or any type of special, indirect or consequential loss whether arising from negligence, breach of contract, breach of statutory duty or otherwise.
3. The Client shall give GEVWP at least 30 days (following notification of a Default by the Client) in which (if remediable) to remedy any Default. The notification shall give all reasonable details of the nature of the Default. The Client shall permit GEVWP access to the Site to remedy the Default and, at the expense of GEVWP, shall provide all assistance reasonably requested by GEVWP to remedy the Default.
4. This clause shall survive termination of the Contract.
Force Majeure
1. GEVWP shall not be liable to the Client or be deemed to be in breach of the Contract as a result of any delay in performing, or any failure to perform, any of its obligations in relation to the Services if the delay or failure was due to any ‘Force Majeure Event’ (as defined in clause 9.2).
2. Force Majeure Event means any cause beyond the reasonable control of GEVWP including without limitation acts or omissions of the Client, inability to access the Site safely and with all requisite equipment and personnel, war, riot, political instability, civil disturbance, extreme or hazardous weather conditions, strikes or other industrial disputes, failure of a utility service or transport network, default of suppliers or subcontractors, and compliance with any law or governmental order, rule, regulation or direction.
3. In the event of a Force Majeure Event, the Client will grant a reasonable extension of time to GEVWP complete the Services. The Charges may be increased to cover any extra expense reasonably incurred by GEVWP as a result of the Force Majeure Event. For the avoidance of doubt, subject to clause 9.4, any Charges payable under the Contract will continue to be due.
4. Where the performance of the Services is delayed or interrupted for any reason beyond GEVWP’s reasonable control, as a result of a Force Majeure Event, for a period in excess of 8 weeks, GEVWP may cancel the Services and require the Client to pay such proportion of the Charges as have been reasonably incurred by GEVWP up to the date of cancellation or will be incurred in the demobilisation of the Services. Any pre-payments or deposits paid shall not be refundable, notwithstanding any Force Majeure Event.
Termination
1. GEVWP may terminate a Contract immediately by notice in writing to the Client if: –
  1. the Client commits a breach of the Contract (including without limitation of its obligations under clauses 3 and 4 above) PROVIDED THAT if the breach is capable of remedy the notice shall only be given if the Client shall not have remedied the same within 14 days of having been given notice in writing specifying the breach and requiring it to be remedied; or
  2. the Client suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or becomes insolvent or goes into liquidation, receivership or administration; is wound up; has an encumbrancer take possession of any of its assets; enters into a composition or arrangement with its creditors; being a partnership, has a bankruptcy order made against any of the partners or a notice served by a partner for dissolution of the partnership or suspends or ceases or threatens to suspend or cease, to carry on all or a substantial part of its business or any event occurs or proceeding is taken with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this sub clause; or
  3. subject to clause 9, in GEVWP’s opinion, the Services cannot be performed.
2. For the purposes of clause 10.1.1, a breach is capable of remedy if the Client can comply with the provision in question in all respects other than as to time of performance (provided that time of performance is not of the essence) and that performance can be carried out within a reasonable time.
3. Without limiting its other rights or remedies, GEVWP shall have the right to suspend provision of the Services under the Contract or any other contract between the Client and GEVWP if the Client becomes subject to any of the events listed in clause 10.1.2 or GEVWP reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
4. Termination of a Contract howsoever occasioned shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into or continuance in force of any provision of the Contract which is expressly or by implication intended to come into or continue in force on or after such termination.
5. On termination of the Contract for any reason:
  1. the Client shall immediately pay to GEVWP all of GEVWP’s outstanding unpaid invoices and interest and, in respect of remainder of the Charges GEVWP shall submit an invoice, which shall be payable by the Client immediately on receipt; and
  2. the Client shall return any reports and certificates previously supplied to it if applicable to the service provided, all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then GEVWP may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
Confidentiality
1. The Client shall, both before and after the termination of the Contract, keep strictly confidential all information concerning the business and affairs of GEVWP disclosed to it by GEVWP pursuant to the Contract or prior to and in contemplation of it, shall use the same exclusively for the purposes of the Contract, and shall disclose the same only to those of its directors and employees to whom and to the extent that such disclosure is reasonably necessary for the purposes of the Contract.
2. The obligations of clause 11.1 above shall not apply to any information which the Client can demonstrate:
  1. at the time of disclosure was in the public domain;
  2. was already in its possession and at its free disposal prior to receipt and was not acquired directly or indirectly from GEVWP;
  3. is subsequently disclosed to the Client without any obligation of confidence by a third party who has not derived it directly or indirectly from GEVWP;
  4. enters the public domain through no act or default of the Client, its agents or employees; or
  5. is required by law to be disclosed.
3. Each of GEVWP and the Client shall keep confidential the terms of any Contract. GEVWP may however refer to the Client as a client for its services in GEVWP advertising and promotional materials and in other materials and publications with the prior written consent of the Client, such consent not to be unreasonably withheld or delayed.
4. This clause shall survive termination of the Contract.
Notices
1. All notices required under these Conditions shall be in writing and in English and delivered by hand or sent by guaranteed mail or facsimile or by electronic mail (e-mail) to the recipient at its registered office or such other address as one party may notify in writing to the other. A notice shall be deemed to have been received if delivered, upon delivery; if posted, on the second working day following posting; and if faxed, when the communication is transmitted to the recipient’s fax number PROVIDED THAT a copy of the facsimile is sent by guaranteed mail or delivered by hand as soon as practicable after transmission; and by e-mail after the sender’s e-mail server has acknowledged receipt by the other party.
Assignment
1. GEVWP may assign, license or sub-contract all or any part of its rights or obligations under a Contract without the Client’s consent. All Contracts are personal to the Client who may not assign, license or sub-contract any of its rights or obligations without GEVWP’s prior written consent.
Variation and Waiver
1. No variation or addition to these Conditions shall be binding upon GEVWP unless agreed in writing by the Managing Director and/or appropriate Director and/or Authorised Officer of the company of GEVWP.
2. No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
General
1. During the period during which GEVWP is providing any Services to the Client and for a period of six months thereafter the Client shall not (whether personally or by its agent and whether for itself or on behalf of any other person, firm or company) induce or seek to induce any employee of GEVWP involved in providing the Services to leave GEVWP’s employment.
2. These Conditions are the only terms and conditions on which GEVWP is prepared to deal with the Client and these Conditions shall apply to the exclusion of any other express or implied conditions, including any terms and conditions to which any order of the Client may purport to be subject or which are implied by trade, custom, practice or course of dealing.
3. These Conditions (and the documents referred to in them) embody the entire understanding of the parties and supersede any previous promises, undertakings representations or agreements between the parties in relation to the matters dealt with in it PROVIDED THAT nothing contained in this clause 15.3 shall operate to exclude or limit liability for fraud.
4. The Contract is intended and agreed to be solely for the benefit of the Client and GEVWP, and no third party shall acquire any benefit, claim or rights of any kind whatsoever pursuant to, under, by or through this Contract or the Contracts (Rights of Third Parties) Act 1999.
  1. If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
  2. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
  3. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
  4. This Contract shall be governed by and construed in accordance with English law and the parties submit to the non-exclusive jurisdiction of the English courts.