Angstrom UK Standard Terms & Conditions

1.DEFINITIONS

1.1. “Conditions” means the Conditions of Contract herein numbered 1-16

1.2. “Contract” means the Agreement together with the Conditions, the remainder of this document and all other items listed this document.

1.3. “Contractor” means Angstrom Technology Ltd.

1.4. “Defects Correction Period” means a period of six months from the date certified as practical completion for the Works.

1.5. “Drawings” means the design drawings prepared in compliance with the agreed specification incorporated into the instruction for the Works.

1.6. “Employer” means the party with whom the Contractor contracts under the Contract.

1.7. “Price” means the sum specified in this document plus the cost of any variations in accordance with clause 5.6.

1.8. “Programme” shall mean the programme produced by the Contractor as being incorporated into the instruction for the Works.

1.9. “Site” means the location/premises detailed within this document where the works will be executed by the Contractor.

1.10. “Specification” means the specification agreed as being incorporated into the instruction for the Works.

1.11. “Works” means all the work necessary for the completion of the Contract including any variations ordered by the Employer

2. GENERAL OBLIGATIONS

2.1. The Contractor executes the Works and shall (subject to any provision in the Contract) provide all method statements, supervision, labour, materials, plant, transport and temporary works which may be necessary.

2.2. Where design of the Works is expressly identified as part of the Works, the Contractor’s responsibilities for the design of the Works shall be to exercise of the reasonable skill and care of an appropriately qualified and professional designer experienced in designing works of similar size and nature as the Works.

2.3. The Contractor shall complete the Works in accordance with the Specification and the design as shown on the Drawings.

2.4. Following agreement between the Employer and the Contractor, at any time prior to completion that any of the following are required, the Employer may in writing order:

2.4.1. any variation to the Works provided always that any such variation is compatible with the design of the Works; or,

2.4.2. the suspension of the Works or any part of the Works; or,

2.4.3. a change in the intended sequence of the Works; or,

2.4.4. the removal and/or re-execution of any work or materials not in accordance with the Contract.

2.5. The Contractor shall at the cost of the Employer, afford reasonable facilities for any other contractor employed by the Employer.

3. STARTING AND COMPLETION

3.1. The starting date for the Works shall be either the date specified in this document, a date agreed in writing between the Contractor and the Employer prior to commencement of works on site, or the date on which the Contractor commences the execution of the Works on site. The Contractor shall begin the Works on the starting date. Any work carried out prior to the starting date shall be deemed to be carried out under the Contract.

3.2. The period for completion shall commence on the starting date and be as stated in this document subject to such extended time as may be granted under clauses 3.5 and 3.6.

3.3. The Contractor shall carry out the work in accordance with the timescales detailed within this document or a Programme to be agreed in writing between the Contractor and the Employer.

3.4. The Contractor must have cleared all materials, labour and plant from the Site by completion of the Works except such storage area as the Employer may designate for the storage of any remaining materials and plant.

3.5. If the progress of the Works is delayed for any instruction given under clauses 2.4 or 2.5 then the Employer shall, upon a written request by the Contractor for an extension of time for completion of the Works, by written notice grant such extension of the period for completion of the whole or part of the Works as is reasonable.

3.6. Any extended period or periods for completion of the Works shall be subject to regular review. Such review may result in a requirement for further extension(s) of time to those already granted by the Employer. The Employer shall grant all such further extensions of time requested by the Contractor as is reasonable.

3.7. Written requests for an extension of time shall be delivered to the Employer within ten days of the date by which the Contractor could reasonably have been expected to become aware of any event which delays or may delay completion.

3.8. If by the end of the period or extended periods for completion of the Works, the Works have not reached practical completion the Contractor shall be liable to the Employer for liquidated and ascertained damages for every week during which the Works so remain uncompleted in the amount of 0.5% of the Contract Sum per week up to a maximum of 10 weeks. Such liquidated damages shall be the Employer’s sole remedy in respect of delays to completion of the Works.

3.9. The Contractor acknowledges that the sums referred to in clause 3.8 are liquidated damages and not a penalty.

4. DEFECTS

4.1. If any defects appear in the Works during the Defects Correction Period, the Employer shall give written notice thereof and the Contractor shall make good the same at his own cost to the Employer’s satisfaction

4.2. If any such defects are not corrected by the Contractor within a reasonable time, the Employer may, after giving fourteen written days’ notice to the Contractor, employ others to correct the same and the cost thereof which the Employer suffers as a consequence of any failure by the Contractor to correct defects shall be payable by the Contractor to the Employer.

4.3. Nothing in this clause 4 shall affect the rights of either party in respect of defects appearing after or continuing into the Defects Correction Period.

5. PAYMENT

5.1. The Contractor shall on a calendar monthly basis send the Employer a written invoice for payment of the work done, specifying the sum the Contractor considers due and the basis on which that sum is calculated. The date of such application shall be the “Due Date”. The final date for any payment shall be 14 days after the Due Date.

5.2. No later than 5 days after the Due Date of the Contractor’s application the Employer shall by written notice to the Contractor specify the sum which the Employer considers is due to the Contractor and the basis on which such amount is calculated (the “Payment Notice

5.3. If the Employer intends to pay less than the sum stated as due in the Payment Notice (or, if no Payment Notice has been served by the Employer, the sum stated as due in the Contractor’s relevant application), the Employer shall serve on the Contractor no later than five days before the final date for payment a notice specifying the sum the Employer considers is due to the Contractor on the date the notice is served and the basis on which that sum is calculated (the “Pay Less Notice”). The Employer shall then pay to the Contractor the sum specified in the Pay Less Notice by the final date for payment.

5.4. In the event that a payment due under the Contract is not paid in full by the final date for payment and no Pay Less Notice has been served, the Contractor may suspend performance of any or all of its obligations under the Contract, subject to providing the Employer with 7 days’ written notice of its intention to suspend performance.

5.5. Any period during which performance is suspended in pursuance of the right conferred by clause 5.4 shall be disregarded in computing, for the purpose of any contractual time limit, the time taken by the party exercising the right or by a third party, to complete any work directly or indirectly affected by the exercise of this right. Where the contractual time limit is set by reference to a date rather than a period, the date shall be adjusted accordingly.

5.6. If the Contractor carries out additional work or incurs additional cost pursuant to clauses 2.4.1 to 3, 2.5, 5.4 or 5.5,the Employer shall pay to the Contractor such sum as the Employer or Contractor shall agree.

5.7. If the Employer fails to pay an amount properly due, or any part thereof, by the relevant final date for payment then the Employer will pay as a substantial remedy (in addition to the amount not properly paid), simple interest thereon at a rate of 8 %above the base rate of the Bank of England current at the date the payment became overdue, for the period until such payment is made.

6. ASSIGNMENT AND SUB-CONTRACTING

6.1. The Contractor shall not sub-contract the whole of the Works. The Contractor shall inform the Employer of any sub-contracting of part of the Works.

6.2. The Contractor shall be responsible for any act, default, or neglect of any sub-contractor, his agents, servants or workmen in the execution of the Works or any part thereof as if they were the act, default or neglect of the Contractor.

6.3. The Contractor shall procure that the Employer has such direct access as the Employer may, from time to time, require to any supplier to or sub-contractor of the Contractor in respect of any item of plant or equipment.

7. STATUTORY OBLIGATIONS

7.1. The Contractor shall:

7.1.1. comply with; and

7.1.2. procure without limitation all necessary licences permits permissions and consents required by; and

7.1.3. give all notices required by any statute, statutory instrument, rule or order or any regulation or by-law applicable to the construction of the Works and shall pay all fees and charges which are payable in respect thereof

8. LIABILITIES AND INSURANCE

8.1. The Contractor shall insure the Works in the joint names of the Employer and the Contractor together with materials plant and equipment for incorporation therein to the full replacement cost and such insurance shall cover all loss or damage from whatsoever cause arising.

8.2. Subject to clause 13.1, the Contractor shall indemnify and keep the Employer indemnified against all losses and claims for injury or damage to any person or third party property whatsoever which may arise out of or in consequence of the Works and against all claims, demands, proceedings, damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. All Intellectual Property Rights arising out of or in connection with the manufacture of the Bespoke Goods or the Services will be owned by the Supplier. The Supplier may claim Research and Development (R&D) tax relief against the project.

9.2. The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as entitles the Supplier to licence those rights to the Customer.

9.3. All Supplier Materials are the exclusive property of the Supplier.

10. CONFIDENTIALITY

10.1. Both parties will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature and have been disclosed as part of the sale and purchase of Goods and Services.

10.2. The confidential information will only be disclosed to the employees, agents and sub-contractors involved in delivering and receiving the Goods and Services in order to enable them to successfully fulfil their role. All recipients of the information are bound by the confidentiality obligations set out in this clause.

10.3. Where required by law, any governmental or regulatory authority, or by a court of competent jurisdiction the confidential information will be disclosed in accordance with their requirements.

10.4. This Clause will survive the termination of the Contract.

11. LIMITATIONS OF LIABILITY

11.1. Nothing in these Conditions will limit or exclude the Supplier’s liability for:

a. Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors.

b. Fraud or fraudulent misrepresentation.

c. Breach of the terms implied by Section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

d. Breach of the terms implied by Section 12 of the Sales of Goods Act 1979 (title and quiet possession).

e. Defective products under the Consumer Protection Act 1987.

11.2. Subject to Clause 11.1:

a. The Supplier will under no circumstances be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss of profit or any indirect or consequential loss arising out of the Contract.

b.The Supplier’s total liability to the Customer in respect of all losses arising out of the Contract, will in no circumstances exceed the greater of:

1. 120% of the Contract Price; or
2. The amount actually recovered by the Supplier under its policy of insurance in respect of a claim by the Customer.

11.3. The terms implied by Sections 13 to 15 of the Sales of Goods Act 1979 and Sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

11.4. This Clause 13 will survive the termination of the Contract.

11.5. Introduction of contractor and limitation liability

(a) The Supplier’s role is limited to introducing the Customer to an independent contractor for installation of the pre-designed cleanroom. The contractor is not the Supplier’s agent, employee, or subcontractor, and the Supplier is not a party to any contract between the Customer and the contractor.

(b) The Customer is responsible for conducting its own due diligence on the contractor’s suitability, qualifications, and compliance.

(c) The Customer shall ensure appropriate site and project insurances are in place, and the contractor remains responsible for its own insurances.

(d) To the fullest extent permitted by applicable law, the Supplier shall have no liability for any acts, omissions, delays, defects, or non-performance by the contractor, nor for any loss or damage arising from the contractor’s services.

(e) Subject to liabilities that cannot be excluded by law (including death or personal injury caused by negligence or fraud), the Supplier’s aggregate liability arising out of or in connection with the introduction shall not exceed £5,000, and the Supplier excludes liability for loss of profit, revenue, goodwill, anticipated savings, and any indirect or consequential loss.

(f) The Customer shall indemnify and hold the Supplier harmless against all claims, losses, and costs arising from or related to the contractor’s acts or omissions, except to the extent caused by the Supplier’s own negligence or breach.

12. TERMINATION

12.1. Each party may terminate the Contract with immediate effect[11] by giving written notice to the other party if:

a. The other party commits a material breach of its obligations under this Contract and fails to remedy the breach[12] within 30 days of receipt of a written request to do so.

b. The other party suspends, or threatens to suspend, payment of its debts or is unable pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986.

c. The other party 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 is debts or:

1. Being a company or limited liability partnership, is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
2. Being an individual, is deemed either unable to pay its debts or as having no reasonable prospect of so doing within the meaning of section 268 of the Insolvency Act 1986;
3. Being a partnership, has any partner to who any of the foregoing apply.

d. The other party commences negotiations with all (or any class) of its creditors to reschedule its debts or make a proposal for or enter into any compromise or arrangement with its creditors. This excludes where the sole purpose of the arrangement[13] is for a solvent amalgamation of that party with one or more companies, or for its solvent reconstruction.

e. A petition is filed, a notice is given, or a resolution is made in connection with the winding up of the other party[14]. This excludes where the sole purpose of the scheme is for a solvent amalgamation of the that party with one or more other companies, or for its solvent reconstruction.

f. The other party (being an individual) is the subject of a bankruptcy petition or order.

g. A creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration, or other such process is levied or enforced on or sued against, the whole or any party of its assets and such attachment or process is not discharged within 14 days.

h. An application is made to court, or an order is made for the appointment of an administrator, or a notice of intention to appoint an administrator is given, or an administrator is appointed over the other party (being a company).

i. The holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver.

j. A person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party.

k. Any event occurs, or proceeding is taken, with respect to the other party In any jurisdiction to which it is subject, that has an effect equivalent or similar to any of the events mentioned in Clause 14.1(b) to Clause 14.1(i) inclusive.

l. The other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole, of its business.

m. The other party’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

n. The other party (being an individual) dies, or by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

12.2. The Supplier may terminate the Contract with immediate effect[15] by giving written notice to the Customer, if the Customer fails to pay any amount under this Contract on the due date for payment.

12.3. Without limiting its other rights or remedies, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in Clause 14.1(b) to Clause 14.1(m), or the Supplier reasonably believes that the Customer is about to become subject to any of them.

12.4. On termination of the contract for any reason:

a. The Customer will immediately pay to the Supplier all outstanding unpaid invoices and interest. In respect of Goods or Services supplied but for which no invoice has yet been submitted, the invoice will be payable by the Customer immediately on receipt.

b. The Customer will return all of the Supplier Materials and Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them.  Until they have been returned, the Customer will be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

c. The accrued rights and remedies of the parties at termination will not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

d. Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

[11] This does not limit other rights or remedies available to either party.

[12] If the breach is remediable.

[13] Where the other party is a company.

[14] Where the other party is a company.

[15] This does limit other rights or remedies available to the Supplier.

13. FORCE MAJEURE

13.1. For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of the Supplier, and includes but is not limited to:

a. Strikes

b. Lockouts or other industrial disputes[16]

c. Failure of a utility service or transport network

d. Act of God

e. Terrorist attack

f. Civil commotion or riots

g. War, including threat of or preparation for war

h. Armed conflict

i. Imposition of sanctions, embargo or breaking off of diplomatic relations

j. Malicious damage

k. Compliance with any law or governmental order, rule, regulation, or direction

l. Delays at customs points

m. Accident

n. Breakdown of plant or machinery (including motor vehicles)

o. Fire, flood, or storm

p. Default of supplier or sub-contractor.

13.2. The Supplier will not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

13.3. If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 8 weeks, the Supplier will have the right to terminate this Contract immediately by giving written notice to the Customer[17].

[16] Whether involving the workforce of the Supplier, Customer or third parties.

[17] This does not limit the other rights and remedies available to the Supplier.