Terms & Conditions

1. Definitions
1.1 “Contractor” shall mean both FFM Engineering Services Ltd T/A Flegg Projects & Installation Services and also FFM Engineering Services Ltd T/A Flegg Transport & Storage Services, their successors and assigns or any person acting on behalf of and with the authority of FFM Engineering Services Ltd T/A either Flegg Transport & Installation Services or T/A Flegg Transport & Storage Services.
1.2 “Customer” shall mean the person or entity described as such on the invoices, application for credit, quotation, work authorisation or any other forms to which these terms and conditions apply, and shall include any person acting on behalf of and with the authority of such person or entity.
1.3 “Services” shall mean all services supplied by the Contractor to the Customer and are as described on the invoices, quotation, variation form or any other forms as provided by the Contractor to the Customer and includes any advice or recommendations (and where the context so permits any incidental supply of goods).
1.4 “Price” shall mean the cost of the Services as agreed between the Contractor and the Customer subject to clauses 4 and 5 of this contract.

2. Acceptance
2.1 Any instructions received by the Contractor from the Customer for the supply of Services and/or the Customer’s acceptance of Services supplied by the Contractor shall constitute acceptance of the terms and conditions contained herein.
2.2 Upon acceptance of these terms and conditions by the Customer the terms and conditions are irrevocable and can only be amended with the written consent of the Contractor.
2.3 The Customer shall give the Contractor not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer or any change in the Customer’s name and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s address, facsimile number, or business practice). The Customer shall be liable for any loss incurred by the Contractor as a result of the Customer’s failure to comply with this clause.

3. Site Surveys (for applicable Services)
3.1 At the sole discretion of the Contractor, a site survey will be conducted where necessary and appropriate for reasons of safety, efficiency and to ensure the accuracy of any quotations provided to the Customer. Any site surveys will be conducted prior to quotation and delivery of Services.
3.2 Minor site surveys or standard site surveys may be provided free of charge where the Customer has accepted the Contractor’s quotation.
3.3 The Contractor reserves the right to charge for:
(a) more complex surveys; and
(b) standard site surveys repeated due to the Contractor not being able to collect the required information during the first visit for reasons beyond Contractor’s control.

4. Price And Payment
4.1 At the Contractor’s sole discretion the Price shall be either:
(a) as indicated on invoices provided by the Contractor to the Customer in respect of Services supplied; or
(b) as indicated on the latest published rate card or schedule circulated to regular or repeat Customers; or
(c) the Contractor’s quoted Price (subject to clause 4.2) which shall be binding upon the Contractor provided that the Customer shall accept the Contractor’s quotation in writing within thirty (30) days.
4.2 The Contractor reserves the right to change the Price in the event of a variation to the Contractor’s quotation as detailed in Clause 5.
4.3 At the Contractor’s sole discretion a deposit may be required for selected new Customers.
4.4 Time for payment for the Services shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due thirty (30) days following the date of the invoice.
4.5 At the Contractor’s sole discretion:
(a) payment shall be due on delivery of the Services; or
(b) payment shall be made in advance where delivery is made to third parties; or
(c) payment for approved Customers shall be due thirty (30) days following the Contractor’s invoice date.
4.6 Payment will be made by cheque, or by direct credit, or by electronic banking, or by CHAPS or by BACS or by any other method as agreed to between the Customer and the Contractor.
4.7 VAT and other taxes and duties that may be applicable shall be added to the Price at the prevailing rates.

5. Variations in Price
5.1 The Customer agrees that the Contractor will make reasonable and proportional changes to the Price where un-avoidable or necessary changes to the Services described in the Contractor’s quotation are required. Variations will arise in, but not be limited to, the following situations:
(a) the removal and disposal of any waste materials not previously identified and accounted for in the Price; and
(b) the Customer’s request/s for additional Services or work not previously agreed in the Contractor’s quotation; and
(c) charges arising from ‘short notice’ cancellation or postponement requests by the Customer as scheduled in Cancellation & Postponement clause 15; and
(d) significant differences or changes to the dimensions, weight or number of items specified at the quotation stage; and
(e) parking penalties and Contractor’s reasonable administrative charges if Customer requests that an appeal is made; and
(f) unforeseen or unavoidable delays in either loading operations or unloading operations; and
(g) the necessary movement of other machinery or items on site; and
(h) the Customer’s requirement for additional insurance cover as described in Insurance clause 7.
(i) interference by the Customer or other third parties that prevents the Contractor from being able to undertake or supervise effectively any loading and unloading operations; and
(j) fuel surcharges as determined by the Contractor in response to unforeseen market price rises in the cost of diesel fuel.
5.2 The Contractor will specify any additional charges in writing and share these with the Customer at the earliest opportunity, usually in the form a Variation document.
5.3 Failure by the Customer to agree to specified Variations may ultimately lead to the cancellation of the Services by the Contractor and a proportion of the Price being charged to the Customer representing costs incurred including, but not limited to, loss of profits.

6. Delivery Of Services
6.1 The Customer shall make all arrangements necessary to take delivery of the Services whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Services as arranged then the Contractor shall be entitled to charge a reasonable fee for redelivery.
6.2 Delivery of the Services to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.
6.3 Where appropriate, delivery of physical goods such as plant & machinery, will be accompanied by a Consignment Note. The Customer will arrange to countersign the Consignment Note at the destination as proof of receipt of delivery.
6.4 Any delivery of physical goods from mainland Europe will be subject to standard CMR International Terms and Conditions, a copy of which is available upon request.
6.5 The Contractor is a provider of specialist transport plus associated lifting and handling services and the Customer agrees that these terms will prevail where applicable at all times unless otherwise agreed in writing. Where not covered by these terms the transport and delivery of physical goods within Great Britain will be additionally subject to the Road Haulage Association (RHA) conditions of carriage. Currently the 2009 terms are in force but the version prevailing at the time of the provision of services will apply.
6.6 The Contractor aims to ensure that all applicable lifting operations will be carried out by staff trained in accordance with BS7121 (Management of Lifting Operations). Such lifting operations will be performed in line with the LOLER Regulations (1998) either as a contract lift or as an Equipment Hire (as per relevant CPA model conditions).
6.7 The failure of the Contractor to deliver shall not entitle either party to treat this contract as repudiated.
6.8 The Contractor shall not be liable for any loss or damage whatsoever due to failure by the Contractor to deliver the Services (or any of them) promptly or at all.

7. Insurance
7.1 The Contractor agrees to maintain up-to-date insurance policies at all times covering Third Party liabilities and Employee risks. A schedule of the Contractor’s insurances including levels of cover and key exclusions is available upon request.
7.2 The Customer may request in writing enhanced insurance cover up to the full cost of any items being transported by the Contractor and defined as ‘loads’ under the Road Haulage Association Conditions of Carriage (2009). Any additional cover is subject to additional charge.
7.3 Similarly, the Customer may request in writing enhanced insurance cover for the full value of any items stored by the Contractor during their performance of agreed Services. Ordinarily, insurance cover for stored items is limited to that defined in the Road Haulage Conditions of Storage (2009). Increased cover is subject to an additional charge.
7.4 Losses or damages incurred under the terms of the Contractor’s Machinery Movement Insurance cover are limited to the amount defined in clause 17.5.
7.5 The Contractor shall be entitled to require proof of the value of the whole consignment and any part thereof which is lost, mis-delivered or damaged.
7.6 No claim against the Contractor or its insurers can be considered unless written notice of such a claim is given by the Customer and received by the Contractor within one week of completion of the delivery of items agreed as part of the Services.
7.7 The Customer agrees to maintain sufficient insurance to cover potential liabilities to third parties arising from faults and flaws in the Customer’s property, plant & machinery and goods.
7.8 The Customer agrees to share their insurance details with the Contractor upon request.

8. Customer Responsibility
8.1 During the course of the delivery of agreed Services, the Customer warrants that they will:
(a) facilitate immediate access to the physical areas identified as being necessary for the Contractor to perform these terms and conditions; and
(b) de-commission any consignment and ancillary items to ensure ready access in good time prior to any load operations by the Contractor; and
(c) accept responsibility to fit any safety locks and/or transit brackets and/or lifting brackets required to any consignment or plant and machinery prior to loading and in accordance with the Contractor’s specifications; and
(d) ensure that any loading or unloading operations take place at ground floor level, unless otherwise agreed in writing; and
(e) hold valid insurances covering their property as described in Clause 7.7; and
(f) indemnify the Contractor against any claims arising from damage to approach roads or surfaces or floors of premises where work is undertaken by the Contractor as part of the agreed Services; and
(g) be responsible for removing power lines and other hazards that have been identified by the Contractor as interfering with any loading or unloading operations; and
(h) listen to and heed reasonable requests made by the Contractor or the Contractor’s representative during or before the delivery of agreed Services; and
(i) avoid seeking to alter these conditions, in writing or verbally or by other means, with the Contractor or the Contractor’s representatives that serves to transfer liabilities from the Customer to the Contractor; and
8.2 The Contractor shall not be liable for any loss or damage whatsoever arising from the Customer’s failure to perform the above responsibilities either in part or in full. The Customer indemnifies the Contractor against any resultant claims or losses.

9. Customer ownership of stored goods
9.1 The Customer warrants that the ownership of any stored Goods is in the name of the Customer; or
9.2 The Customer warrants that if any other person or third party has an interest or part ownership or full ownership of the goods being stored, then the third party owner has:
(a) furnished the Customer with full authority to store the goods; and
(b) agreed that the Customer acts as the authorized agent of the owner of the goods; and
(c) been informed by the Customer that the goods beings stored by the Contractor are subject to these terms and conditions including the right, in case of default of any due payment, to hold the goods and the right to sell the stored Goods as outlined in the Unpaid Contractor’s Rights clause 18.
9.3 The Customer indemnifies the Contractor against any loss arising from claims or damages if the Customer provides a false warrant or false undertaking in either clause 10.1, clause 10.2, 11.2 and 11.2.

10. Prohibited goods for storage (for applicable Services)
10.1 The Customer agrees not to store stolen goods, flammable goods, explosives, corrosive or hazardous materials at the Contractor’s storage facility.
10.2 The Customer agrees not to store Goods associated with any illegal activity at the Contractor’s storage facility.

11. Defects
11.1 The Customer shall inspect the Services upon delivery and shall immediately notify the Contractor by phone (tel no.: 01296 630234) of any alleged defect, error, omission or failure to comply with the description or quote. The Customer agrees to then confirm any such issues in writing to the Contractor within seven (7) days of delivery.
11.2 The Customer shall afford the Contractor an opportunity to inspect the Services within a reasonable time following delivery if the Customer believes the Services are defective in any way. If the Customer shall fail to comply with these provisions the Services shall be presumed to be free from any defect or damage. For defective Services, which the Contractor has agreed in writing that the Customer is entitled to reject, the Contractor’s liability is limited to replacing the Services.

12. Intellectual Property
12.1 Where the Contractor has designed, drawn or written Services for the Customer, then the copyright in those designs and drawings and plans shall remain vested in the Contractor, and shall only be used by the Customer at the Contractor’s discretion.

13. Default & Consequences of Default
13.1 Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and such interest shall compound monthly at such a rate after as well as before any judgment.
13.2 The Contractor may charge interest on overdue invoices in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
13.3 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the Contractor from and against all costs and disbursements incurred by the Contractor in pursuing the debt including legal costs on a solicitor and own client basis and the Contractor’s collection agency costs.
13.4 Without prejudice to any other remedies the Contractor may have, if at any time the Customer is in breach of any obligation (including those relating to payment), the Contractor may suspend or terminate the supply of Services to the Customer and any of its other obligations under the terms and conditions. The Contractor will not be liable to the Customer for any loss or damage the Customer suffers because the Contractor exercised its rights under this clause.
13.5 If any account remains overdue after thirty (30) days then an amount of ₤20.00 shall be levied as an administration fee and shall be levied for each month that the account remains overdue, which sums shall become immediately due and payable.
13.6 Without prejudice to the Contractor’s other remedies at law the Contractor shall be entitled to cancel all or any part of any order of the Customer which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to the Contractor shall, whether or not due for payment, become immediately payable in the event that:
(a) any money payable to the Contractor becomes overdue, or in the Contractor’s opinion the Customer will be unable to meet its payments as they fall due; or
(b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

14. Security And Charge
14.1 This clause applies where the Contractor’s invoice/s have not been paid and are in default and where all reasonable efforts by the Seller to bring the Customer’s account up-to-date have been exhausted.
14.2 Despite anything to the contrary contained herein or any other rights which the Contractor may have howsoever:
(a) where the Customer is the owner of land, realty or any other asset capable of being charged, both the Customer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Contractor or the Contractor’s nominee to secure all amounts and other monetary obligations payable under the terms and conditions. The Customer and/or the Guarantor acknowledge and agree that the Contractor (or the Contractor’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable hereunder have been met.
(b) should the Contractor elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer and/or Guarantor shall indemnify the Contractor from and against all the Contractor’s costs and disbursements including legal costs on a solicitor and own client basis.
(c) The Customer and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint the Contractor or the Contractor’s nominee as the Customer’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 14.2.

15. Cancellation and Postponement
15.1 The Contractor may cancel these terms and conditions or cancel delivery of Services at any time before the Services are delivered by giving written notice. On giving such notice the Contractor shall repay to the Customer any sums paid in respect of the Price. The Contractor shall not be liable for any loss or damage whatsoever arising from such cancellation.
15.2 In the event that the Customer cancels or postpones delivery of Services, the Customer shall be liable for any loss incurred by the Contractor (including, but not limited to, any loss of profits) up to the time of cancellation or postponement. Depending upon the length of notice given by the Customer prior to the scheduled commencement date of Services, the Customer agrees to pay the following percentage proportion of the original quoted Price in line with the following table:

Cancellation or Postponement Notice Period by Customer
Contract value<24 Hrs>24 Hrs
<36 hrs
>36 Hrs
<48 Hrs
>48 Hrs
<72 Hrs
>72 Hrs
<96 Hrs

16. Data Protection Act 1998
16.1 The Customer authorises the Contractor to:
(a) collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s creditworthiness or marketing products and services to the Customer; and
(b) to disclose information about the Customer, whether collected by the Contractor from the Customer directly or obtained by the Contractor from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or of listing a default by the Customer on publicly accessible credit reporting databases.
16.2 The Contractor may also use information about the Customer to monitor and analyse its business. In this connection the Customer authorises the Contractor to disclose personal information to agents or third parties engaged by the Contractor.
16.3 The Customer consents to the transfer of information outside of the European Economic Area for the purposes listed above.
16.4 Where the Customer is an individual the authorities under (clause 16.1) are authorities or consents for the purposes of the Data Protection Act 1998.
16.5 The Customer shall have the right to request the Contractor for a copy of the information about the Customer retained by the Contractor and the right to request the Contractor to correct any incorrect information about the Customer held by the Contractor.

17. Limitation of Liability
17.1 The Contractor shall be under no liability whatsoever to the Customer for any indirect loss and/or any consequential loss and/or expense (including loss of profit or goodwill) suffered by the Customer or any third party arising out of a breach by the Contractor of these terms and conditions.
17.2 In addition, the Contractor will not be liable for any claims for losses or damages arising from:
(a) delays irrespective of the cause of such delays; nor
(b) any defects in the Customer’s goods or plant & machinery during the term of this contract; nor
(c) instructions, erroneous or otherwise, made by the Customer during the operational delivery of agreed Services; nor
(d) faults in any equipment provided by the Customer for the Contractor to move or lift the items as part of the agreed Services, unless the Contractor negligently misuse the equipment; nor
(e) insufficient packaging of any items to be transported unless the packaging is effected by the Contractor; nor
(f) errors made by the Customer either in relaying accurate delivery addresses of consignments or in addressing any packaging; nor
(g) failure by the Customer to perform any or all the responsibilities defined under Customer Responsibility Clause 8.
17.3 In the event of any breach of this contract by the Contractor the remedies of the Customer shall be limited to damages and the Contractor’s liability (if any) whether in contract, tort or otherwise in respect of any defect in the Services, or for any breach of these terms and conditions, or of any duty owed to the Customer in connection with them shall be limited to the amount of the Price.
17.4 Where loss, misdelivery or damage occurs to any loads in the course of transport by the Contractor, liability is limited to that either as defined in the Road Haulage Association Conditions of Carriage (2009) or as defined in the CMR International Terms and Conditions for transport from points of origin in mainland European. Extra cover to the full value of the load is available subject to an additional charge as per Insurance clause 7.3.
17.5 Where loss or damage is incurred under the terms of the Contractor’s Machinery Movement Insurance cover, the Contractor’s liability shall be limited to whichever is the lower amount of the following alternatives (to be determined at the Contractor’s sole discretion):
(a) the cost of repair or reinstatement up to a maximum limit of £250,000; or
(b) the amount determined by either the RHA or CMR terms and conditions, as applicable; or
(c) the relevant amount detailed in the schedule of Contractor’s insurances referred to in Clause 7.1.
17.6 For the avoidance of doubt, nothing in these terms and conditions shall exclude or restrict the Contractor’s liability to any person for death or personal injury to that person resulting from the Contractor’s negligence.

18. Unpaid Contractor’s Rights
18.1 Where the Customer has left any item with the Contractor for storage, transport, repair, modification, exchange or for the Contractor to perform any other Service in relation to the item and the Contractor has not received or been tendered the whole of the Price, or the payment has been dishonoured, the Contractor shall have:
(a) a lien on the item;
(b) the right to retain the item for the Price while the Contractor is in possession of the item;
(c) a right to sell the item.
18.2 The lien of the Contractor shall continue despite the commencement of proceedings, or judgement for the Price having been obtained.

19. Customer’s Disclaimer
19.1 The Customer hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim restitution arising out of any misrepresentation made to the Customer by the Contractor and the Customer acknowledges that the Services are bought relying solely upon the Customer’s skill and judgment.

20. General
20.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
20.2 These terms and conditions and any contract to which they apply shall be governed by the laws of England and Wales and are subject to the jurisdiction of the courts of Aylesbury.
20.3 The Customer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Customer by the Contractor.
20.4 The Contractor may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
20.5 The Contractor reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which the Contractor notifies the Customer of such change. Except where the Contractor supplies further Services to the Customer and the Customer accepts such Services, the Customer shall be under no obligation to accept such changes.
20.6 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.