Conditions of Contract

1.​ General

1.1

The acceptance of this tender includes the acceptance of these terms and conditions which shall apply between Tower Lifts (UK) Ltd (to be referred to as The Lift Contractor) and the Purchaser or Contractor who shall be the party entering into contract.

1.2

All prices quoted are in Pounds Sterling (£) and subject to Value Added Tax at the current rate.

1.3

These terms and conditions shall be exhaustive of the rights, obligations and liabilities of each party, whether such rights obligations and liabilities arise in respect of or in consequence of a breach of contract or statutory duty or a tortuous or negligent act or omission which gives rise to a remedy at common law.

2.​ Errors or Discrepancies

2.1

The quotation is based on the information provided at the time of preparing such quotation. Should any errors or discrepancies become evident which affects the order value, the Lift Contractor reserves the right to make any adjustments thereto.

3.​ Validity

3.1

Unless previously withdrawn, the tender is open for acceptance within the period stated therein or, when no period is stated, within 30 days only after its date.

4.​ Lead time/Production periods

4.1

These are as stated within the offer. These can only commence as detailed below.

5.​ Drawings

5.1

Any and all specifications, drawings and particulars submitted with the Tender are approximate only. Any and all descriptions, illustrations and other material of whatsoever nature contained in any catalogues, price lists and other advertisement matter produced by the Lift Contractor are intended merely to present a general description of the goods specified in such material none of which shall form part of the contract between the Purchaser and the Lift Contractor.

5.2

The Lift Contractor shall supply to the Purchaser copies of general arrangement drawings giving details of builders work required to be undertaken in preparation for the works to be undertaken by this contract (“the Works”). If the Lift Contractor is required by the Purchaser to supply further drawings or revisions the Lift Contractor reserves the right to apply an extra charge in respect of the provision of such drawings or revisions.

5.3

The production of drawings can only commence upon receipt of an official order and deposit payment.

6.​ Manufacture

6.1

The manufacturing & purchasing period can only commence when written confirmation approving the drawing(s) have been received along with confirmation of any lift car finishes.

6.2

Manufacturing cannot commence if any outstanding payment(s) are due at that time.

7.​ Delivery to Site, Installation and Commissioning

7.1

Any times stated by for completion by the Lift Contractor of the Works shall run from the date of receipt of a written order from the Purchaser or, if later, from the receipt of all information, drawings, licenses, permits and approvals necessary to enable the Lift Engineer to proceed with the Works. All such times are to be treated as estimates only and unless otherwise agreed in writing by the Lift Contractor shall not involve any obligation for the Lift Contractor to complete the Works by a specified date. The Purchaser shall at its own expense before the estimated date of commencement of any part of the Works ensure that the site is ready in all respects for the Works to commence and, without prejudice to the generality of the Purchaser’s obligations in this respect, that all the facilities and items listed in the Schedule to this Contract have been or will be, provided by the Purchaser as and when required by the Lift Contractor in order to enable the Works to proceed.

7.2

Delivery to site and installation cannot commence until all payments have been received and the Purchaser or Contractor has confirmed in writing that the site is ready to receive the goods and installation can commence.

7.3​

Unless stated to the contrary the tender includes a single delivery to site.

7.4

No Claim for damage in transit, shortage of delivery or loss of goods will be entertained unless, in the case of damage in transit or shortage of delivery a separate notice in writing is given to the carrier concerned within three days and ourselves within seven days of the receipt of goods, followed by a complete claim in writing within fourteen days of receipt of goods.

7.5

In the case of loss of goods, notice in writing is given to the carrier concerned and ourselves and a complete claim in writing made within twenty-one days of the date of consignment.

7.6

Where goods are accepted from the carrier concerned without being checked, the delivery book of the carrier concerned must be signed ‘not examined’.

8.​ Delay in Delivery or Completion

8.1

If, due to circumstances outside the control of the Lift Contractor, the Purchaser cannot accept delivery of goods comprised in the Works upon the agreed delivery date for such goods, or is otherwise unable to grant access to the Lift Contractor to the site for the purpose of commencement of the Works, the Lift Contractor reserves the right to recover any costs incurred by the delay and/or to continue to manufacture goods and deliver them to storage.

8.2​

The Lift Contractor shall not be liable for any delay or for any consequences of any delay in the production or delivery of any of the goods comprised in the Works or in the completion of the Works in circumstances where an estimated time for completion of the Works has been given by the Lift Contractor.

8.3​

In circumstances where the Lift Contractor has agreed in writing a time for completion of the Works it shall not be liable for any delay or any consequences of delay, if such delay is due to fire, strike, lockout, dispute with workmen, flood, accident, medical epidemic, delay in transport, shortage of fuel, default of any sub-contractor, inability to obtain material and/or labour, embargo, act or demand or requirement of any government or any government department or local authority, or as a consequence of war or of hostilities (whether war be declared or not) or any other cause whatsoever beyond the reasonable control of the Lift Contractor. If any such delay occurs then (unless the cause thereof shall frustrate or render impossible or illegal the performance of the contract or shall otherwise discharge the parties from their obligations under the Contract) the period within which the Lift Contractor had stated that its obligations under the Contract shall be completed shall be extended by a period (not limited to the length of such delay) as the Lift Contractor may reasonably require to complete the performance of its obligations.

​

9.​ Passing of Risk

9.1

All goods comprised in the Works or any part shall be at the sole risk of the Purchaser from the time that they are delivered on site whether or not accepted by the Purchaser. In the event that the Purchaser notifies the Lift Contractor that it is unable to accept delivery of all or any part of the goods within seven days after notification from the Lift Contractor that they are ready for dispatch risk in such goods shall pass to the Purchaser at the expiry of such seven day period.

9.2​​

In the event that risk in the goods has passed to the Purchaser in accordance with the terms of the contract then notwithstanding any other of its provisions such risk shall not in any circumstances be passed back to the Lift Contractor.

10​. Installation

10.1​​

Unless specifically stated to the contrary in writing, the installation will be carried out during ordinary working hours. The shaft and motor room shall be handed over properly completed and weather tight to our installers. Any extra cost incurred, owing to suspension of work, by the Purchaser’s or contractor’s instructions, lack of instructions, interruptions, delays, overtime, unusual working hours, and additional work or variations or work for which we are not responsible or mistakes or any other causes outside our control, shall be added to the contract price. Any such charges shall be based upon our normal rates.

10.2​​

The tender price is based on the payment of nationally agreed rates for outworking allowances and lodging. If suitable lodgings are not available at these rates due to circumstances beyond our control the difference in cost including any extra fares incurred shall be added to the contract price.

10.3

The works shall be considered complete following notification to the Purchaser or Contractor that the test/s has been successfully completed. If any lift supplied under this Contract is not placed into normal service at that time it shall be shut down and the Lift Contractor shall be entitled to additional payment at current rates from the Purchaser or Contractor for such servicing, cleaning, lubricating or other work as may be necessary to ensure its satisfactory condition when taken into normal service by the Purchaser, Contractor or end user.

11.​ Programme

11.1​

All such timings are to be treated as estimates only and unless otherwise agreed in writing the Lift Contractor shall have no obligation to complete the works by a specified date.

12.​​ Storage of Goods and Materials off Site

12.1

Goods and materials are manufactured so as to be complete and ready for shipping to achieve the installation date as advised in the Purchaser’s or Contractor’s order or contract or, if not stated in the order or contract, to the date agreed between the Lift Contractor and the Purchaser or Contractor. If this installation date is delayed through no fault of the Lift Contractor before the goods and materials are shipped, the goods and materials will be placed into storage by the manufacturer, pending a revised shipping date once the Lift Contractor is notified by the Purchaser or Contractor in writing that the site is now ready for the installation to commence. The Lift Contractor will be charged for such storage of the goods and materials; any such storage charges incurred by them shall be passed on to the Purchaser or Contractor.

12.2

Where the installation date is delayed through no fault of the Lift Contractor and the goods and materials have already been shipped by the manufacturer and the Purchaser or Contractor decides not to store them on site, the Lift Contractor shall place the same into storage and any costs associated with such storage shall be passed on to the Purchaser or Contractor.

13.​ Storage, Protection and Insurance of Materials on Site

13.1

If the goods and materials are delivered to site and the site has not progressed sufficiently so as to commence the installation and the Purchaser or Contractor requests that the goods and materials are placed into storage on site, the responsibility for protection and insurance of the goods and materials passes to the Purchaser or Contractor, whilst title of the goods and materials will remain with the Lift Contractor until they are paid in full. Once delivered to site the Purchaser or Contractor must provide a clear, dry and secured location within an acceptable distance from the lift shaft for the storage of the lift/s and associated materials.

14​. Delay and Abortive Visits

14.1

The Lift Contractors price is based on being able to commence works on the delivery date agreed and to complete the works in one continuous visit. If the site is not available or ready for the installation to commence or the Lift Contractor is prevented from continuous working through to completion, the Lift Contractor reserves the right to recover any costs incurred by way of delay or abortive visits.

15​. Variations

15.1​

Any variation must be evidenced by a written instruction before the Lift Contractor proceeds with the works.

16.​ Day Work

16.1​​

​The Purchaser or Contractor will submit an instruction in writing, authorising the carrying out of day works to the Lift Contractor. Receipt of this instruction shall not only authorise the carrying out of the works but shall also guarantee payment to the Lift Contractor. Any work carried out on a day work basis shall unless otherwise stated be charged for in accordance with the Lift Contractors day rates appropriate at such time as the work is performed.

17​. Overtime

17.1

Unless specifically stated to the contrary in writing, the tender is based on the assumption that all work will be carried out during ordinary working hours. If it shall be agreed that overtime be worked, these shall be added to the extra costs incurred, overhead charges and profit.

18​. Price Variations

18.1

Any price variation shall become due for payment to us in accordance with the terms for payment herein.

18.2​​

Any adjustment required by the price adjustment provision and any variation of charge referred to above may be invoiced immediately the amount thereof has been ascertained and be payable forthwith. Interest payable on overdue accounts shall apply to any payments due under this clause should they become overdue.

18.3

Firm prices are quoted on the understanding that the installation will be completed within the period specified. Should completion be delayed for any reason beyond that period the Lift Contractor reserves the right to adjust the price quoted.

18.4

All prices will be subject to further variation in respect of any additional costs arising by virtue of any statute, regulations or orders issued by any Government Department or other duly constituted authority.

19​. Terms of Payment

19.1

All quotations made by the Lift Contractor are strictly net cash unless otherwise stated and are exclusive of Value Added Tax or any similar or other taxes, levies or duties.

19.2

The Lift Contractor usual payment terms are as follows, subject to a sufficient credit reference and our Directors or Group Accountant’s approval:

Payment shall be phased in the following proportions:

1. 1. Payment of 45% of the contract value shall be made at the time of placing the order.
   2. A further 45% of the contract value shall be paid 14 days prior to despatch.
   3. The final 10% of the contract value shall be paid following commissioning and handover.

19.3

​​​If payment is not made in accordance with these terms, the Lift Contractor shall be entitled to suspend work immediately and for any period that the interim payments are in arrears there shall be added a corresponding term to the contract period.

19.4​​

If through no fault of the Lift Contractor final adjustments cannot be made when installation is otherwise complete, payment shall nevertheless become due as though such final adjustments had been made.

19.5​​

Any notice to pay less than the sum notified shall be given no later than the prescribed period which shall not be later than seven days before the final date for payment.

19.6

If in the event that the Lift Contractor has exercised its right under Section 111 of the Housing Grants, Construction and Regeneration Act 1996 to suspend performance of his obligations under this Contract, the Contractor shall reimburse the Lift Contractor in respect of any loss and/or expense incurred by them during the period of the suspension including the cost of re-mobilisation on the lifting of the suspension.

19.7​​

The due dates and the final date for payment set out in sub-clauses 19.2 shall remain in place notwithstanding that the Purchaser does not accept delivery of any goods comprised in the Works or allow commencement or completion of the Works in circumstances where the Lift Contractor is ready to deliver such goods and/or commence or complete the Works.

19.8​​

In circumstances where more than one lift is provided by the Lift Contractor, the terms of payment set out above shall apply in respect of the provision of each lift.

19.9

Interest shall be paid on all overdue accounts from the date payment was due (as set out above) until actually made at eight percent above the Bank of England base rate during the period in which interest is payable.

19.10

Notwithstanding any other provision of this contract the Lift Contractor may in its discretion require full payment with order or against pro-forma invoices.

19.11​​

All goods supplied by the Lift Contractor shall remain their property until full payment of the contract value is received; until title passes:

1. 1. The Lift Contractor shall have authority to retake, sell or otherwise deal with and/or dispose of all or any part of the goods;
   2. The Lift Contractor, it’s agents and employees shall be entitled at any time and without the need to give notice, enter upon any property upon which the goods or any part are stored, or upon which it is reasonably believed to be kept; the Purchaser or Contractor shall store and mark the goods in a manner reasonably satisfactory indicating that title to the goods remains vested in the Lift Contractor;
   3. The Purchaser or Contractor shall insure the goods to their full replacement value; and irrespective that title to the goods remains with the Lift Contractor, risk in the goods shall pass to the Purchaser or Contractor upon delivery.

19.12​​

​​The Lift Contractor is unable to accept any of its monies being ‘set-off’, or withheld as retentions. Any collateral warranty(s) given by the Lift Contractor, or any other separate agreement, shall become null and void if payment is not made in accordance with these terms.

19.13

The Lift Contractor does not provide a Parent Company Guarantee or any type of Performance Bond. It offers in lieu its standard Vesting / Indemnity Agreement at a cost to be agreed.

19.14

The Lift Contractors offer, where appropriate, allows for the cost of importing materials based upon the rates of exchange, taxes or duties and labour rates prevailing at the date of the offer. In the event of any increase in such rates, taxes or duties or should additional tariffs, taxes, or import duties be applicable at the time of receiving the goods from the EU following Brexit these are expressly excluded from the offer and will become due for payment by the Purchaser or Contractor and accordingly the Lift Contractor reserves the right to make an appropriate adjustment to the contract value.

20​. Price Variation

20.1

The prices quoted are based on materials and wage rates applicable at the date of the Tender and shall be subject to adjustment in accordance with the Formula and Indices for Contract Price Adjustment (current edition), compiled by the Lift and Escalator Industry Association (“the Formula”). Alternatively, if specified in the tender, firm prices are quoted on the

​understanding that the installation will be completed within the period specified. Should completion be delayed for any reason beyond that period the Lift Contractor reserves the right to adjust the prices in accordance with the Formula.

20.2​​

All prices shall be subject to further variation in respect of any additional costs arising by virtue of any statute, regulations or orders issued by any Government Department or other duly constituted authority.

20.3​

Any adjustment or variation made may be invoiced immediately the amount of such adjustment and/or variation has been ascertained and shall be payable by the Purchaser or Contractor forthwith on receipt of a notice from the Lift Contractor outlining the amount of the adjustment or variation as the case may be.

21. Imported Materials

21.1​

The price stated in the Tender, where appropriate, allows for the cost of importing materials based upon the rates of exchange, tax or duty prevailing at the date of the Tender. In the event of any adjustment in such rates, between the date of the Tender and 14 days after receipt of sufficient payment to settle the overseas debt the Lift Contractor reserves the right to make an appropriate adjustment to the Contract price.

22​. General Liability

22.1​

Due to circumstances outside of its control the Lift Contractor shall not be liable for any delay or for any consequence of any delay in the production or delivery of any of the goods or the completion of the work if such delay shall be due to fire, strike, lockout, medical epidemic, dispute with workmen, flood, accident, delay in transport, shortage of fuel, default of any sub-contractor, inability to obtain material and/or labour, embargo, act or demand or requirement of any government or any government department or local authority, or as a consequence of war or of hostilities (whether war be declared or not), medical epidemic, delay in the provision of a permanent electrical supply to enable continuous working, or any other cause whatsoever beyond our reasonable control.

22.2​

If any such delay occurs then (unless the cause thereof shall frustrate or render impossible or illegal the performance of this contract or shall otherwise discharge the same) the period for performing the obligations shall be extended by such period (not limited to the length of the delay) as the Lift Contractor may reasonably require to complete the performance of its obligations.

22.3​

The Lift Contractor will accept liability and will indemnify the Purchaser or Contractor against any damage that may have been caused as a direct result of its negligence resulting in personal injury or death. They shall not be liable whether by way of indemnity, breach of contract or statutory duty or in tort (including negligence) for any loss of profit, loss of use, loss of contract or contracts, or for any financial or economic loss or for any indirect or consequential loss or damage whatsoever.

22.4​

The Lift Contractor will not be liable for and the Purchaser or Contractor shall indemnify and hold the Lift Contractor harmless against any claim for loss or damage to any property directly or indirectly occasioned by or arising from the use or operation (other than by the Lift Contractor) or possession of any of the equipment and from negligence (including the use of any part of the equipment otherwise than in accordance with our operating instructions and manuals) or default (including any non-compliance with any obligation of this agreement, any delay any wrong information and any lack of required information) or misuse by or on the part of the Purchaser or Contractor or any persons other than the Lift Contractor.

22.5​

This indemnity shall extend to any costs and expenses incurred by the Lift Contractor and shall continue in force notwithstanding the termination of this agreement.

22.6​

The Purchaser or Contractor shall not use or permit to be used the whole or any part of the equipment the subject of this contract before it has been completed tested and handed over by the Lift Contractor and in the event of any such unauthorised use the Lift Contractor shall not be liable for any loss or damage arising there from.

22.7​

Where the Lift Contractor is a sub-contractor working with a Contractor within a main contract, damages pursuant to the above will only become payable to the Contractor where the Contractor is liable to pay damages under the main contract as a direct result of the Lift Contractors delay and shall be in full satisfaction of any liability for delay whatsoever in the performance of its works.

23​. Documentation

23.1​

This offer includes for documentation to be submitted in a standard format only. If additional copies or contract specific requirements are needed, the Lift Contractor reserve the right to apply additional charges.

24​. Insurance

24.1​

The Lift Contractor includes for Public and Products Liability (indemnity limit £10 million) and Professional Indemnity Insurance (indemnity limit £5million).

25. ​Literature and Representations

25.1​

The marketing literature is presented in good faith as a guide to represent the product offered and does not form a part of the contract.

25.2​

The employees and agents of the Lift Contractor are not authorised to make any representation concerning the goods unless confirmed by the Lift Contractor in writing.

25.3

​In entering into the contract the Purchaser or Contractor acknowledges that it does not rely on and waives any claim for breach of any such representations, which are not confirmed.

26​. Design

26.1​

The Lift Contractor does not accept liability for design in the full sense of CDM requirements. However they will accept responsibility for ensuring that the design of the product, which they procure from their preferred suppliers, meets their specification.

27​. Scope of Works

27.1

​The Lift Contractors approved drawing, agreed finishes and specification constitute the entire scope of works.

28​. Servicing and Warranty

28.1​

The Lift Contractor includes 12 months warranty effective from the confirmed date of the ‘Hand Over’ of the lift/s provided that the Purchaser or Contractor have a signed service agreement in place. The guarantee shall only apply if at ‘Hand Over’ the servicing is carried out by the Lift Contractor or by a competent person approved by them and in accordance with a suitable servicing contract.

29. ​Guarantee

29.1​

The Lift Contractor will warrant the material and workmanship of the equipment supplied by them under this contact and will make good any defects arising due to faulty design, workmanship or materials carried out or supplied by them which is not due to ordinary wear and tear or to improper use of care by any other party other than themselves, which may develop within one year from the date of the ‘Hand Over’ of each lift.

29.2​

It is a condition of this guarantee that the Purchaser or Contractor shall ensure that all accessible parts are kept clean, and that no person modifies, adjusts or interferes with the equipment without our prior approval. The Purchaser or Contractor shall not assign the benefit of this guarantee.

29.3​

Should the Purchaser or Contractor need to delay the commencement of this servicing and warranty period, this is possible, with the Lift Contractors prior arrangement by having a ‘standstill’ type maintenance agreement in place.

29.4​

The Lift Contractors liability under this clause shall constitute their sole liability (save in respect of death or personal injury caused by their negligence) whether in Contract, tort (including negligence) or otherwise in respect of any defects in the goods and services supplied under the Contract and any warranties or conditions implied by law are hereby expressly excluded.

29.5​

The Lift Contractor is happy to enter into a third party Collateral Warranty Agreement, subject to agreement of cost and wording and which includes a condition that provides for a maintenance contract being in place with them for the period of liability under such Collateral Warranty(s) Agreement.

30​. No employment

30.1

​Nothing in this Contract shall render or be deemed to render the Lift Contractor as an employee or agent of the Purchaser or Contractor or the Purchaser or Contractor an employee or agent of theirs.

31. ​Determination

31.1​

The Lift Contractor shall be entitled to determine its employment under the Contract in circumstances where:

1. 1. The Purchaser or Contractor is in material or continuing breach of any obligations under the Contract and fails to remedy such breach within 10 days of the receipt of a written notification of such breach.
   2. There is persistent and wilful neglect by the Purchaser or Contractor
   3. The Purchaser or Contractor becomes incapable of performing its obligations under this Contract.

31.2​

The Purchaser’s or Contractor’s payment obligations under this Contract shall survive termination of this Contract where the termination is brought about by the actions of the Purchaser or Contractor.

31.3​

The termination of this Contract, howsoever arising, shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such provisions as are expressed as capable of having effect after such termination.

32​. Cancellation

32.1​

Should the Purchaser or Contractor cancel the order with the Lift Contractor, they reserve the right to levy reasonable cancellation charges, including but not limited to, any administration costs, procurement costs and loss of profit, against the Purchaser or Contractor and these shall fall due for payment immediately. Should cancellation take place after commencement of manufacture of the equipment, payment of the full order value will be required to be paid to the Lift Contractor by the Purchaser or Contractor.

33. ​Prevention or Frustration

33.1​

If the Contract becomes impossible to perform or is otherwise frustrated the Purchaser or Contractor shall be liable to pay the Lift Contractor all costs, expenses, overheads and any loss of profit which the Lift Contractor, it’s suppliers or Sub Contractors incur as a result of such frustration or impossibility of performance. Any pre-payments which may have been made to them under this contract shall be applied towards satisfaction of such sum as may become due to them under the foregoing provisions.

32​. Cancellation

32.1​

Should the Purchaser or Contractor cancel the order with the Lift Contractor, they reserve the right to levy reasonable cancellation charges, including but not limited to, any administration costs, procurement costs and loss of profit, against the Purchaser or Contractor and these shall fall due for payment immediately. Should cancellation take place after commencement of manufacture of the equipment, payment of the full order value will be required to be paid to the Lift Contractor by the Purchaser or Contractor.

33. ​Prevention or Frustration

33.1​

If the Contract becomes impossible to perform or is otherwise frustrated the Purchaser or Contractor shall be liable to pay the Lift Contractor all costs, expenses, overheads and any loss of profit which the Lift Contractor, it’s suppliers or Sub Contractors incur as a result of such frustration or impossibility of performance. Any pre-payments which may have been made to them under this contract shall be applied towards satisfaction of such sum as may become due to them under the foregoing provisions.

34. ​Licence and Copyright

34.1​

The Lift Contractor shall, when requested, provide necessary documents, except those of a commercially sensitive nature, as they are required to provide under this Contract. Copyright in all such documents shall remain vested in them, but insofar as they are empowered to do so shall grant a royalty-free non-exclusive licence to the Purchaser or Contractor to use and reproduce the said documents for their own or their agent’s use solely in connection with the works. It shall be a condition precedent to the granting of such a licence that all sums properly due to the Lift Contractor under this Contract have been paid in full. They shall have no liability for improper use of the documents other than that for which they are prepared and the Purchaser and Contractor shall indemnify them from and against any loss arising from the improper use of the subject matter of this cause.

35​. Patents

35.1​

The Purchaser or Contractor warrants that any design or instruction furnished or given by them shall not be such as will cause the Lift Contractor to infringe any letter patent, registered design or trade mark in the execution of their order.

36​. Assignment

36.1​

The Purchaser or Contractor shall not be entitled to assign the benefits under this Contract without the Lift Contractors prior written consent, which shall not be unreasonably withheld.

37​. Waiver

37.1​

Failure of any party to insist upon strict performance of any provisions of this Contract or the failure of any party to exercise any right or remedy to which it is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this Contract. No waiver of any of the provisions of this Contract shall be effective unless it is expressly stated to be such and signed by all the parties to this Contract.

38​. Confidentiality

38.1​

In the course of the works, it may be necessary for the parties to have access to information that is confidential to the other (“Confidential Information”). Confidential Information shall not include:

1. 1. Which is, at the time of disclosure, in the public knowledge, or which after disclosure, becomes part of the public knowledge, except by breach of this Contract;
   2. Which was in the receiving party’s possession (as reflected in written records) at the time of disclosure by the disclosing party; and which was not acquired, directly or indirectly, from the disclosing party;
   3. Which the receiving party can demonstrate; by written documents, resulted from its own research and development, independent of disclosure from the disclosing party;
   4. Which the party receiving the information already possesses or which it obtains or originates independently in circumstances in which that party is free to disclose it; or which either party is obliged to disclose to comply with any requirement of the law.

38.2​

The parties agree both during this Contract and for a period of one year after termination of this Contract, to hold each other’s Confidential Information in confidence. The parties agree not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any other purpose related to this Contract.

38.3

​Each party agrees to use its reasonable endeavours to ensure that Confidential Information is not disclosed or distributed by its employees or agents in breach of the provisions of this Contract.

38.4​

The Purchaser or Contractor agrees that any information received pursuant to this Contract shall be deemed subject to the non-disclosure obligations set forth herein.

39​. Data Protection

39.1​

The Lift Contractor will not share the personal data of the Purchaser or Contractor with any third parties without their prior consent. Such data will only be collected, processed and held in accordance with its rights and obligations under the provisions and principles of the General Data Protection Regulation 2016 and any subsequent amendments thereto.

40​. Insolvency of the Purchaser or Contractor:

40.1​

This clause applies if:

1. 1. The Purchaser or Contractor makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction.
   2. An encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Purchaser or Contractor; or the Purchaser or Contractor ceases or threatens to cease to carry on business.
   3. The Lift Contractor reasonably apprehend that any of the events mentioned above is about to occur in relation to the Purchaser or Contractor and they notify the Purchaser or Contractor accordingly

40.2​

If this clause applies then without prejudice to any other right or remedy available to the Lift Contractor they shall be entitled to cancel the contract.

41​. Force Majeure

41.1​

Except for the Purchaser’s or Contractor’s obligations to pay the Lift Contractor, neither party shall be liable for any delay nor failure to perform its obligations if such failure or delay is due to causes beyond its reasonable control (including any delay caused by an act or default of the other party).

42​. Unenforceable or illegal terms

42.1​

If any provision of these terms and conditions is held to be unenforceable or illegal, in whole or in part, such provision or part thereof shall to that extent be deemed not to form part of these terms and conditions and the remainder shall not be affected.

43. Law Applicable

43.1

This contract shall in all respects be subject to and construed in accordance with English law. This Contract does not confer or purport to confer any benefit on any third party. In particular, rights that would otherwise arise in favour of third parties under the Contracts (Rights of Third Parties) Act 1999 are hereby excluded.

44. ​Adjudication

44.1​

Both the Purchaser and the Lift Contractor shall be entitled to refer any dispute or difference arising under this contract to adjudication at any time. The adjudication shall be conducted in accordance with the provisions of Part 1 of the Schedule to The Scheme for Construction Contracts (England and Wales) Regulations 1998 (Amendment) (England) Regulations 2011.

Schedule

The Tender excludes the following items which, unless otherwise agreed in writing, it shall be the responsibility of the Purchaser to provide to the Lift Contractor’s requirements:

Telephone: +44 (0)1525 601099 Email: info@tower-lifts.co.uk

Website:  www.tower-lifts.co.uk   Company number: 09389544

Registered office: 1 Doolittle Yard Froghall Road, Ampthill, Beds, MK45 2NW

​Form 036 Issue 3 19/07/2021