Members of the
Institute of Explosive Engineers
EOD CONTRACTS LTD
STANDARD TERMS AND CONDITIONS 2010
Standard Terms and Conditions. Set forth are the terms and conditions of: EOD Contracts Ltd. Unit 8, Victory Part, Trident Close Medway City Estate, Strood, Kent, ME2 4ER, United Kingdom
(hereinafter called the "ECL")
Third Party. The third party (hereinafter called the "Client")
WHEREAS THE Client. Requires the services of ECL to perform the work and or services described in a technical, work or similar instruction (hereinafter called the Work).
AND WHEREAS ECL. Represents that it has the necessary expertise and qualified personnel to perform the Work for the Client on the terms and conditions set forth in this Agreement.
All parties agree as follows:
1.0 CONTRACT DOCUMENTS
1.1 Without a signed formal contract these Terms and Conditions apply in their Entirety.
2.0 THE WORK
2.1 ECL shall furnish personnel with such expertise, qualifications and competence to perform the Work.
3.0 CONSIDERATION AND PAYMENT
3.1 In full consideration for the performance of the Work, the Client shall pay ECL in pounds sterling.
3.2 ECL shall deliver to the Client its invoices for the Work. The Client shall pay all such invoices within 30 days of the date of the invoices after receiving ECL invoices either; by electronic or telegraphic transfer to ECL HSBC bank account.
3.3 If within 7 days of receiving ECL invoices the client doesnt raise any problems with the invoices, it will be deemed to be correct in its entirety.
3.4 ALL works carried out by ECL are professional services and cannot be zero rated for any reason.
4.0 CONFIDENTIALITY
4.1 Confidential Information is deemed to be all information which the ECL acquires (orally, written or in disk or electronic form) directly or indirectly, either from the Client or in the performance of the Work and includes (but is not limited to), all corporate, legal and technical information relating to the Client or any third parties who may provide or have provided information as part of scope of the Work, except:
4.1.1 Information in which ECL can prove was in ECL possession prior to disclosure hereunder, and was not acquired, directly or indirectly, from the Client or its affiliates or from any third party under any confidentiality obligation, in accordance with this agreement.
4.1.2 Information in the public domain at the time of the disclosure hereunder.
4.1.3 Information which, after disclosure hereunder is published or otherwise becomes part of the public domain through no fault of ECL.
4.1.4 Information which, after disclosure hereunder, is lawfully obtained by ECL from a third party without restriction on disclosure, providing that in making the disclosure such third party is not in breach of any obligation of confidentiality owed to the Client with respect to such information.
4.2 ECL shall hold all Confidential Information in the strictest confidence and shall not, without the Client's prior written approval, use it for any purpose other than for the proper performance of the Work or, except as specifically permitted in the Technical Component.
4.3 All reports, summaries and other documents compiled relevant to this Agreement, defined in the Technical Component and prepared by ECL in the performance of the Work shall unless otherwise provided for herein, be the Client's exclusive property and ECL shall deliver all originals of such documents to the Client at the time or times the Client requires, and, in any event, immediately following the termination or the expiration of this Agreement. Notwithstanding ECL may retain copies of such reports, summaries, documents and working papers prepared or used in connection with the Work.
5.0 FORCE MAJEURE
5.1 For the purposes of this Agreement Force Majeure shall mean any event:
5.1.1 The occurrence of which, by the exercise of reasonable diligence, the affected party is unable to prevent; and the continuation of which, by the exercise of reasonable diligence, is beyond the control of the affected party; and, the consequences of which, in relation to the performance of obligations arising under this Agreement and by the exercise of reasonable diligence, the affected party is unable to prevent.
5.2 A Force Majeure event includes; an act of god; expropriation, confiscation, requisitioning of or commandeering of all or part of the Work or compliance with any oral or written order, directive or request of any governmental authority; act of war or a public enemy whether war be declared or not; sabotage or act of terrorists; explosion, fire, flood, earthquake, lightning, hail, weather conditions, or other natural calamities.
5.3 Neither party to this Agreement shall be liable for any failure to perform any one or more of its obligations arising under this Agreement if and to the extent such failure is wholly and indirectly caused by a Force Majeure.
5.4 If an event of a Force Majeure shall occur, the affected party shall as soon as is reasonably possible but not later than 7 days, notify the other party in writing of such occurrence, and shall provide the other party with full and complete information about the event and an estimate of the consequences of such event on the ability of the affected party to perform its obligations under this Agreement. The affected party shall, on a regular basis, keep the other party fully informed regarding the ongoing status of the Force Majeure occurrence including when it ends. Failure to do so will entitle the party not affected by the Force Majeure to require the party affected by the Force Majeure to perform its obligations hereunder as if the Force Majeure had ceased.
5.5 If the Force Majeure continues for a period in excess of 4 weeks, either ECL or the Client may terminate this Agreement by written notice by one party to the other.
6.0 INSURANCE
6.1 The ECL shall maintain its insurances throughout the duration of its Agreement.
6.2 At the Client's request ECL shall furnish the Client with certificates setting forth the stated insurance cover.
7.0 AUDIT
7.1 ECL shall keep proper and accurate records for the Work performed under its Agreements.
8.0 NOTICES
8.1 Notices and other communications required or permitted by this Agreement shall be in writing and may be delivered personally to an authorised representative of either party, sent by courier, or transmitted by written telecommunications.
9.0 ARBITRATION
9.1 All disputes arising out of or in connection with this Agreement shall be finally settled after the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with those Rules. Arbitration shall take place in London, England.
9.2 The parties agree that the results of such arbitration shall be final and binding.
10.0 ELECTRONIC AND HARD PRINT INFORMATION
10.1 It is the responsibility of the client to supply correct charts, lists, drawings, sketches, maps, coordinates and other information to ECL. There may be a requirement for ECL to amend drawing, sketches, maps and coordinates as requested by the client; however the responsibility to check and authorise all drawing, sketches, maps, coordinates and mark all borehole positions prior to the start of any work. All markings and or recordings of positions throughout the project clearly lie with the client. This is to ensure quality of information is maintained throughout the project.
11.0 GENERAL
11.1 This Agreement, the Schedules and attachments hereto set forth the complete understanding of the parties with respect to the subject matter hereof and supersedes all previous proposals negotiations and or other representations made prior to its execution.
12.0 GOVERNING LAW AND LANGUAGE
12.1 This Agreement shall be governed by and construed in accordance with English law.
13.0 COMPLIMENTARY TERM and CONDITIONS
13.1 The work will be conducted in accordance with EOD Contracts Ltd (ECL) Standard terms and conditions covered previously in so far as they can be held applicable to the work and except where amended by the conditions as set out below.
14.0 DAMAGE
14.1 ECL shall not be held liable for any costs arising from damage to property or crops where the damage was unavoidable as a result of site operations, or for any consequential costs arising from such damage.
14.2 ECL shall not be held responsible for any costs arising from loss or damage to underground services unless the precise positions of such underground services have been indicated in writing to ECL Head Office in Kent; prior to the commencement of work. ECL rights and obligations shall be unaffected by any searches we have undertaken.
15.0 MARKING
15.1 The accurate, comprehensive, timely setting out and site marking of positions, services and survey areas are the responsibility of the client to provide.
15.2 ECL has not taken into account any site marking of positions or survey areas in our offer unless stated.
16.0 TRAFFIC & SITE LIGHTING
16.1 ECL has not included the provision for traffic control, lighting, protective works or watching within our offer unless stated.
17.0 INSPECTION PITS
17.1 ECL has not made any allowance in our offer for hand dug inspection pits to check the presence of underground services unless stated.
18.0 ACCESS & AVAILABILITY
18.1 Our offer is conditional on the following:
18.1.1 Unhindered physical access onto site for our men and machines.
18.1.2 Adequate working space for the work to be conducted in an efficient, safe manner.
18.1.3 Sufficient marking available for us to work continuously.
18.1.4 All permits, authorisations, licences, certificates, consents required by statute have been obtained and paid for by the client or their agents to permit our men and machines to conduct the work within all required regulations and by-laws.
19.0 WORKING HOURS
19.1 Day rates - Our normal working day of eight hours are from 0800hrs to 1700hrs Monday to Friday with one hour lunch. Additional working hours (overtime) is charged at time and a half including Saturdays. Double time is charged Sunday’s and treble time for Public holidays. Time is charged to the next full hour.
20.0 DELAYS
20.1 Payment will be required at the hourly rate set down in our offer for all delays due to circumstances beyond our control, referred to as standing time.
21.0 POLLUTION
21.1 ECL has not taken into account working with contaminated land. Such works can be arranged by ECL at cost to be agreed by both parties. Working with contamination may require ECL to change its method of works. ECL will require payment for additional costs incurred as a result of such changes. ECL does not accept liability for any claim resulting from such works where ECL has carried out the works in accordance with the Clients instructions.
