Terms & Conditions of Business
1. DEFINITIONS
In these Terms & Conditions:
1.1 “Company” means Dry Riser One Ltd, registered address 22 Carleton Road, SK12 1TL.
1.2 “Client” means the individual, firm, company or organisation instructing the Company.
1.3 “Contract” means the agreement formed between the Company and the Client incorporating these Terms & Conditions together with any quotation, engagement letter, PO (purchase order) or written instruction via e-mail.
1.4 “Services” means all works and services provided by the Company including, without limitation, installation, inspection, testing, maintenance, consultancy, design input, supply of materials, certification, and any agreed additional works.
1.5 “Goods” means any materials (dry riser parts), equipment or products supplied by the Company.
1.6 “Plant” means any tools, machinery or equipment used by the Company which do not become part of the installed works, will be removed from the site at the end of any working day and will not be left on site, unless otherwise agreed and confirmed by the Project Manager or through the Company’s office.
1.7 “Quote” means a document issued by the Company confirming scope, pricing or specific project terms.
1.8 “Uncontrollable Event” means any event beyond reasonable control as described in Clause 13.
1.9 “Intellectual Property Rights” means all copyrights, designs, patents, know-how, drawings, specifications and technical information whether registered or not.
1.10 “Working Day” means Monday to Friday excluding public holidays in England and Wales.
2. INTERPRETATION
2.1 Singular includes plural and vice versa.
2.2 References to persons include companies and partnerships.
2.3 Headings are for convenience only and do not affect interpretation.
2.4 References to legislation include amendments and re-enactments.
2.5 These Terms override any conflicting Client terms unless expressly agreed in writing.
3. APPOINTMENT & SCOPE OF SERVICES
3.1 The Client appoints the Company to carry out the Services subject to these Terms.
3.2 The scope of Services shall be as stated in the quotation or written instruction.
3.3 The Company shall exercise reasonable skill and care consistent with competent fire protection professionals.
3.4 No Services outside the agreed scope will be undertaken without written authorisation.
3.5 The Company may subcontract any part of the Services.
4. CHARGES & VAT
4.1 Prices are exclusive of VAT unless stated otherwise.
4.2 The Company may request advance or staged payments (typically 50% for new Clients). If the Client has a history of late payment or if an invoice becomes overdue, the Company may instruct its Contracts Manager and/or Finance Department to issue a pro-forma invoice and require payment in cleared funds before any further Services are provided, materials are ordered, or site attendance is booked.
4.3 Additional or unforeseen works will be charged separately.
5. PAYMENT TERMS
5.1 Invoices are payable within 30 days of invoice date unless agreed otherwise.
5.2 Interim invoices may be issued for ongoing works.
5.3 Payment must be made without deduction or set-off.
5.4 Late payments will accrue interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
5.5 The Company may suspend Services for non-payment.
5.6 Retentions apply only where expressly agreed in writing and must be released no later than 12 months from completion of the dry riser system. Compliance beyond 12 months cannot be assumed without inspection and maintenance, including visual checks in accordance with BS 9990:2015, and any retention held after this period requires a maintenance agreement.
6. CLIENT OBLIGATIONS
6.1 The Client shall provide safe access, accurate information and a suitable working environment.
6.2 The Company may rely on information supplied by the Client without verification.
6.3 The Client authorises the Company to liaise with third parties as required.
6.4 Unsafe site conditions entitle the Company to suspend works without liability.
7. CONFIDENTIALITY & INTELLECTUAL PROPERTY
7.1 All Intellectual Property remains the property of the Company.
7.2 Documents, drawings and technical data are confidential.
7.3 The Client shall not disclose Company information to competitors.
7.4 The Company may reference completed works for marketing unless the Client reasonably objects.
7.5 Confidentiality obligations survive termination.
8. ELECTRONIC COMMUNICATIONS
8.1 Communications may be sent electronically.
8.2 The Company accepts no liability for electronic transmission errors or viruses.
9. INSURANCE
10.1 The Company maintains appropriate public liability insurance subject to availability.
11. LIMITATION OF LIABILITY
11.1 No liability for indirect or consequential loss.
11.2 Liability is proportionate where multiple contractors are involved.
11.3 Nothing excludes liability for death or personal injury due to negligence.
11.4 Total liability is capped at the contract value.
11.5 The Client indemnifies the Company against third-party claims not caused by Company negligence.
12. ANTI-BRIBERY & AML
12.1 Both parties shall comply with applicable anti-bribery and money laundering laws.
13. UNCONTROLLABLE EVENT
13.1 Neither party is liable for delays caused by events beyond reasonable control. Examples of Uncontrollable Events include, but are not limited to, extreme weather conditions, fire, flood or other natural disasters, acts of war, terrorism or civil unrest, government action or changes in law, lockdowns, pandemics or epidemics, nationwide strikes, and utility failures.
13.2 Prompt notice shall be given of such events.
14. TERMINATION
14.1 Immediate termination for non-payment, insolvency or material breach.
14.2 Either party may terminate on 30 days’ written notice.
14.3 The Company shall be paid for work completed up to termination.
14.4 Accrued rights survive termination.
15. NO PARTNERSHIP OR WAIVER
15.1 No waiver is effective unless in writing and agreed with Contracts Manager or Director.
15.2 Nothing creates a partnership or joint venture.
16. ENTIRE AGREEMENT
16.1 These Terms constitute the entire agreement and supersede prior arrangements.
16.2 No reliance is placed on representations not recorded in writing.
17. SEVERABILITY
17.1 Invalid provisions do not affect remaining clauses.
18. THIRD PARTY RIGHTS
18.1 No third-party rights under the Contracts (Rights of Third Parties) Act 1999.
19. NOTICES
19.1 Notices may be served by hand, post or email.
19.2 Notices are deemed received in accordance with standard delivery rules.
20. OWNERSHIP, RISK & GOODS
20.1 Ownership of Goods remains with the Company until full payment.
20.2 Risk passes to the Client upon delivery.
20.3 The Company may recover unpaid Goods at any time and when reasonable.
20.4 All Company Plant remains Company property at all times.
21. PRICING & VARIATIONS
21.1 Prices are valid for 30 days unless stated otherwise.
21.2 Variations must be confirmed in writing.
21.3 Additional costs are chargeable at prevailing rates.
22. DELIVERY & COMPLETION
22.1 Timescales are estimates only.
22.2 Delays beyond Company control do not entitle cancellation or damages.
23. WARRANTIES & DEFECTS
23.1 Defects due to workmanship will be remedied within 12 months were notified in writing.
23.2 No liability for misuse, third-party interference or lack of maintenance.
24. DATA PROTECTION
24.1 Personal data shall be processed in accordance with UK GDPR and the Data Protection Act 2018.
25. GOVERNING LAW & JURISDICTION
25.1 These Terms are governed by English law.
25.2 Courts of England and Wales have exclusive jurisdiction.
Dry Riser One Ltd