Rapid Rail GB Standard Terms and Conditions

1. Definitions

   In this agreement the following words and expressions shall have the following meanings unless inconsistent with the context.
   1. “The Company” means Rapid Rail GB Limited.
   2. “The Customer” means the person, corporate body, firm or partnership to whom the company sells goods or provides services under terms of this contract.
   3. “The Contract” means the contract concluded between the company and the customer on these terms and conditions.
   4. “The Goods” means the equipment and materials sold or to be sold by the company to the customer as more particularly described in the company’s tender or quotation.
   5. The service means the services provided or to be provided by the company to the customer as more particularly described in the company’s quotation or tender.
   6. “Quotation” means a quotation of terms prepared by the company at the request of the customer and constituting an invitation to the customer to make an offer to purchase the goods and /or provide services on the terms contained within the quotation.
   7. “Tender” means a tender prepared by the company at the instigation of the customer and constituting an offer by the company to sell goods and or/ provide services on the terms therein stated.
   8. “Site” means all land and buildings in, on, over or under where the work is to be carried out.
   9. “Work” means all work to be carried out by the company in pursuance of the contract between the company and the customer and includes the supply of all goods and materials and the provision of all services to the customer by the company in the course of the contract.
   10. “The Delivery Date” means the date or dates set out in the company’s tender as the date or dates upon which delivery is intended to be affected by the company.
   11. “Event of Force Majeure” means an act of god including but not limited to fire, flood, earthquake, windstorm or other natural disaster, act of any sovereign including but not limited to war, invasion, act of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power of confiscation, nationalisation, requisition, destruction or damage to property by or under the order of any government or public or local authority or imposition of government sanction embargo or similar action, law judgement, order, decree, embargo, blockade, labour dispute including but not limited to strike, lockout or boycott interruption or failure of utility service including but not limited to electric power, gas, water, or telephone service, failure of the transportation of any personnel equipment, machinery supply or material required by the company for the performance of it’s obligations under this contract, breach of contract by any essential personnel, any other matter or cause beyond the control of the company.

2. Interpretation

   1. Words denoting the singular number only shall include the plural and vice versa. Words denoting any gender include all genders and words denoting persons shall include firms and corporations and vice versa.
   2. Unless the context otherwise requires reference to any clause or sub- clause is to a clause or sub-clause of this contract.
   3. The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of this contract.
      
      

3. Language

   1. The contract is made only in the English language. If there is any conflict in meaning between the English language version of this contract and any version or translation of this contract in any other language, the English language version shall prevail.
   2. Each document referred to in this contract or to be delivered under shall be in the English language or accompanied by an English translation of it certified as accurate, by an officer of the customer. In the case of conflict and unless the company otherwise specifies, the English language version of any such document shall prevail.

4. Governing Law

   1. The validity, construction and performance of this agreement shall be governed by the law of England and Wales, and
   2. The parties submit to the exclusive jurisdiction of the courts of England and Wales and irrevocably agree the proceedings issued out of the said courts be served by delivering such proceedings in an envelope addressed to the party to be served at the party’s registered address and/or the address from which that party is or was last trading.

5. Terms and Conditions

   1. The terms and conditions set out herein, and /or in the company’s quotation or tender, proposed by the company and expressly accepted by the customer represent the entire agreement between the company and the customer relating in any way whatsoever to the goods and/or services that are the subject matter of the contract (not limited to but including, except as specifically referred to in the quotation, drawings specifications, performance figures and other data or information communicated by the company to the customer) any alterations, agreements, statements and understandings must be confirmed in writing relating in any way whatsoever to the goods and /or services that are the subject matter of the contract.
   2. All quotations and tenders are given and all orders are accepted on these terms and conditions, which supersede any other terms proposed by the customer and shall override and exclude any other terms stipulated or incorporated or referred to by the customer, whether in the order or in any negotiations, and any course of dealing established between the company and the customer. All contracts concluded hereafter between the company and the customer shall be deemed to be made subject to these terms and conditions.
   3. Subject to clause 6(1) below no contract for the sale of goods and /or provision of services shall be concluded until the company has received an “Acknowledgement of Order” form in relation thereto
   4. Acceptance of delivery of goods and/or the provision of services by the customer from the company shall be deemed conclusive evidence of the customer’s acceptance of these terms and conditions.
   5. No modification of these terms and conditions shall be effective unless made by an express written agreement between the parties. The signing by the company and/or it’s servants and agents of the customers documentation shall not imply any modification of these terms and conditions.
   6. If any legislation is compulsorily applicable to this contract, these terms and conditions shall be read as subject to such legislation and nothing in these terms and conditions shall be construed as a surrender by the company of any of it’s rights or immunities or an increase of any of its responsibilities under such legislation and if any of these terms and conditions be repugnant to such legislation to any extent such part shall be overridden to that extent and no further.
   7. In the event that any part of these terms and conditions be found to be unreasonable, invalid or unlawful under any enactment or rule of law pertaining thereto, the court or other competent tribunal shall have the power to strike out or override the part, whether it be an entire term or condition or some part or parts thereof, and to enforce these terms and conditions as if the unreasonable, invalid or unlawful part or parts aforesaid had not been included.
   8. Each provision of this contract is to be construed as a separate limitation applying and surviving even if for any reason one or the other of the said terms and conditions is held inapplicable or unreasonable in any circumstances.

6. Quotations and Tenders

   1. Quotations and tenders are subject to withdrawal at any time before receipt of an unqualified order from the customer and shall be deemed to be withdrawn unless so accepted within 30 days from their date unless otherwise stated in writing at the time of quoting.
   2. Where a customer communicates to the company it’s acceptance of a tender made by the company, the company shall have the right by notice in writing given to the customer within seven days of receipt of such acceptance from the customer to cancel the contract and if, the company shall exercise this right the contract shall be void and neither party thereto shall have any liability under it or in connection with it to the other.
   3. Prices included in any quotation and /or tender do not include import duty, customs duty, value added tax (VAT) or any other tax or duty imposed by any government or competent authority unless expressly stated to the contrary in writing.
   4. Unless specifically stated in any quotations and/or tender prices included in any quotation do not include the cost for delivery of goods.
   5. All quotations and/or tenders are made and /or given on the basis that any work to be carried out by the company, will be carried out in weather conditions considered suitable by the company and in the event that the customer requires the company to carry out the work in weather conditions which the company considers to be unsuitable for such work (for instance grouting), the company reserves the right to make alterations to the terms of the quotation and / or tender as to the price and the contract period or / and charge for delays at the current daywork rate confirmed in the quotation.

7. Variation

   1. If at any time after submission by the company of a tender or quotation to the customer, the customer alters, in any way, the
      specification of the goods and/or services and/or work to be provided by the company or, without prejudice to the generality
      of the foregoing.
      1. requires qualities or quantities of goods or other materials used in the work which differ from those notified to the company prior to the quotation and /or tender by the company and/or
      2. requires the work or any of it to be carried out at times which differ from those notified to the company prior to the quotation and/or tender by the company or where no times were so notified, which differ from the times when the company wishes to carry out the work and or
      3. fails to provide the company with finalised information and where appropriate, finalised detailed drawings by the time which is in the company’s opinion, necessary to enable the company to commence, continue or complete the work and, or
      4. in any way varies it’s requirements from those notified by the company prior to the quotation and/ or tender by the company or makes available to the company further information which is at variance or is inconsistent with the information made available to the company at the time of the quotation and/or tender and/or fails to make available to the company such further information as the company reasonably requires to fulfil its obligations under the contract.
      The company shall be entitled to increase the price of the goods and/or services and /or the work or any part the same, and the company shall be entitled to alter the time at which, or extend the period during which, the work or any part of the work is to be completed or performed to the time or by the period which in the company’s opinion is necessary as a result of such alteration, requirement or failure.
   2. Where any increase in price is applicable as a result of any such alteration, requirement, failure or variation as is mentioned in (1) above, the increase will where the company considers it possible and appropriate to do so, be calculated by the company in accordance with the rates specified in the tender or quotation by the company or in accordance with the company’s rates in force for day work at the relevant time and for work of the nature of that question. Where the company does not consider it possible or appropriate so to calculate any increase in price the increases shall be as is necessary to reimburse the company for additional costs which it incurs or sustains as a result of such alteration, requirement, failure or variation.

8. Delivery of Goods

   1. The goods shall be delivered to the customer at the company’s address or an agreed port as detailed in the quotation document. The risk in the goods shall pass to the customer upon such delivery taking place.
   2. The company shall, at the request of the customer, arrange for carriage of the goods to the customer’s address. The costs of carriage and any insurance which the customer reasonably requires the company to incur shall be reimbursed by the customer (without any set-off or other withholding whatsoever) and shall be due on the date for payment of the price. The carrier shall be deemed to be the customer’s agent.
   3. The company may deliver the goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions within this contract.
   4. The failure of the company to deliver or the failure of the customer to pay for any one or more of the said instalments of the goods on the due dates shall not entitle either party to treat this contract as repudiated.
   5. The company shall not be liable for any loss or damage whatever due to the failure by the company to deliver the goods (or any of them) promptly or at all.
   6. Notwithstanding that the company shall have delayed or failed to deliver the goods (or any of them) promptly the customer shall be bound to accept delivery and to pay for the goods in full provided that delivery shall be tendered at any time within 3 months of the delivery date.
   7. The company shall not be liable for any default due to any act of god, war, strike, lockout, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of the company.

9. Payment

   1. Credit terms will be given up to a value of £2,000.00 subject to a suitable credit score through a reputable credit agency and trade references from reputable companies. Terms will be adjusted over a suitable trading period to increase the credit limit as agreed by the company. Unsatisfactory credit scores will result in a request of an advance payment being made up to 50% of the order value before the order is accepted and any terms implied.
   2. Terms may be agreed in writing to the contrary payment of the price and VAT – although standard terms require payment within 30 days of the date of receipt (either at the customer’s address or the agreed nominated port) / invoice of the goods. Time for payment shall be of the essence.
   3. Interim invoices relating to goods or services supplied by the company may be submitted at the company’s discretion by the company to the customer during the course of the work, terms will be agreed at tender stage and confirmed in the quotation.
   4. Where the work forms part of larger works to which further contractual conditions apply which provide for interim valuations of work (including the work to be carried out by the company) payment will be made by the customer to the company of the full amount of any interim valuation of work within 30 days of such interim valuation.
   5. Where payment by letters of credit are agreed all letters of credit are to be irrevocable and confirmed through a UK bank.
   6. All payments to the company shall be such that after deduction of all banking charges and any deductions or withholdings which fall to be made and/or after payment of any tax which falls to be paid and /or where applicable, after conversion into pounds sterling, the sum paid by the customer shall be equal to the total amount due to the company in respect of it’s invoice
   7. and/or interim valuations
   8. Interest on overdue accounts and/or overdue payments of interim valuations shall accrue from the date when payment first becomes due from day to day until date of payment at a rate of 3% above the base lending rate of Natwest Bank Plc from time to time in force and shall accrue at such rate after as well as before any judgement.

10. Set – Off

    1. The customer shall not be entitled to withhold payment of any amount becoming due to the company on the grounds of any allegation by the customer of faulty or defective work or goods or any alleged breach of the contract by the company.
    2. The customer shall not be entitled to set off any amount payable by the customer against any amount not then due and payable to the company to the customer or alleged by the customer to be then due and payable to the company but for which the company disputes liability.
    3. The company shall be entitled from time to time to deduct from any amount due to the customer an amount equal to any debt due from time to time from the customer to any other company which is a subsidiary of or associated with the company if requested by such other company to do so and to apply any amounts so deducted towards the discharge of such debts. The customer shall if requested by the company assign to the company the right to payment of any monies due to the customer from any company which is subsidiary of or associated with the company either as security for or towards discharge of debts due to the company hereunder. A notice in writing by the company to the customer referring to this clause and to the rights being assigned shall constitute an effective assignment.

11. Description of Goods Supplied by the Company

    1. The goods shall be manufactured in accordance with description continued in the company’s specification and/or quotation and/or tender.
    2. The company may from time to time make changes in the specification of the goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the goods.

12. Time Limited for Bringing Claims for Defects, Damage, Loss or Non Delivery

    1. The customer shall inspect the goods on delivery and shall within 2 days of delivery notify the company of any alleged defect, shortage in quantity, damage or failure to comply with description or sample. The customer shall afford the company an opportunity to inspect the goods within a reasonable time following delivery and before any use is made of them. If the customer fails to comply with these provisions the goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on reasonable examination of the goods and the customer shall be deemed to have accepted the goods.
    2. The customer shall notify the company of any non-delivery of a whole consignment of complete cartons within 14 days of the date of despatch (as stated on the invoice). Notwithstanding the receipt by the company of any such notice a clear signature on a carriers delivery advice sheet shall be deemed to signify receipt of the quantity of cartons indicated on the advice sheet.
    3. If goods are not in accordance with the contract for any reason the customer’s sole remedy shall be limited to the company making good any shortage by replacing such goods or if the company shall elect, by refunding a proportionate part of the price.

13. General Exclusion of Companys Liability for Indirect (Consequential Loss)

    The company shall be under no liability whatsoever to the customer for any indirect loss and/or expense (including loss of profit) suffered by the customer arising out of a breach by the company of the contract.

14. General Limitation of The Companys Liability

    In the event of any breach of this contract by the company the remedies of the customer shall be limited to damages. Under no circumstances shall the liability of the company exceed the price of the goods.
15. All warranties and conditions whether implied by statute or otherwise are excluded from this contract provided that nothing in this contract shall restrict or exclude liability for death or personal injury caused by the negligence of the company or affect the statutory rights of a customer dealing as a consumer.
16. 1. Where the company sells or provides to the customer goods for any purpose connected with the work all limitations or exclusions or exemptions enjoyed or claimed by the manufacturer or supplier of such goods (if other than the company) shall apply equally in the contract between the customer and the company for the benefit of the company.
    2. Where any of the goods supplied by the company shall prove to the company’s satisfaction to be defective under proper use within one year from the date of delivery thereof from the company to the customer or
       1. Where any part of the work shall prove, to the company’s satisfaction to be defective under proper use (other than as a result of a fault in any design specification or drawing supplied or made by the customer or in any materials specified or supplied or made by the customer or in materials specified or supplied by the customer) within One year. The company will at it’s own cost replace any such goods or make good any such part of the work.
    3. Subject to its liability under (2) above, the company shall not be responsible for any claim arising out of any defects, accidents or failure of the goods or the work or any part thereof or any structure of which the work or any part thereof forms part and liability, warranty or condition which would otherwise be implied by law or statue into a contract between the customer and the company in respect of the quality, design, performance or fitness for any purpose of the work is hereby excluded.
    4. Without prejudice to the generality of the foregoing the company shall not be liable for any claims arising from any defects in or failure of the goods or the work or any part thereof due to acts of God, unsuitable foundations or faulty installation work not undertaken by the company or due to any condition not provided for in the design or specification offered by the company.
    5. If any delays occur in carrying out the work or any part therefore as a result of any act or omission within the control of the company any damages recoverable from the company as a result thereof shall not in any circumstance be greater than the price of the work set out in the tender or quotation from the company.
    6. If the work or any part thereof, constitutes a fire hazard the customer must give notice thereof to the company. If the customer fails to give such notice to the company the customer shall bear the full responsibility for any loss or damage of any nature whatsoever resulting from the fire caused or contributed to by the work or any part thereof.

17. Retention of Title in Goods Supplied by the Company

    1. In spite of delivery having been made property in the goods shall not pass from the company until:-
       1. the customer shall have paid the price plus VAT in full and
       2. no other sums shall be due from the customer to the company.
    2. Until property in the goods passes in accordance with clause 17(1) the customer shall hold and store the goods (at no cost to the company) separately from all other goods in its possession and marked in such a way that they are clearly identified as the company’s property.
    3. Notwithstanding that the goods (or any of them) remain the property of the company the customer may sell or use the goods in the ordinary course of the customers business at full market value for the account of the company. Any such sale or dealing shall be a sale or use of the company’s property by the customer on the customer’s own behalf and the customer shall deal as principal when making such sales or dealings. Until property in the goods passes from the company, the entire proceeds of sale or otherwise of the goods shall be held in trust for the company and shall not be mixed with other money or paid into any overdrawn back account and shall be at all material times identified as the company’s money.
    4. The company shall be entitled to recover the price (plus vat) notwithstanding that the property in any of the goods has not passed from the company.
    5. Until such time as property in the goods passes from the company the customer shall upon request deliver up such of the goods as have not ceased to be in existence or resold to the company. If the customer fails to do so the company may enter upon any premises owned occupied or controlled by the customer where the goods are situated and repossess the goods. On the making of such request the rights of the customer under clause 17 (3) shall cease.
    6. The customer shall not pledge or in any way charge by way of security for any indebtedness any of the goods which are the property of the company. Without prejudice to the other rights of the company, if the customer does so all sums whatever owing by the customer to the company shall forthwith become due and payable.
    7. The customer shall insure and keep insured the full price against “all risks” to the reasonable satisfaction of the company until the date that property in the goods passes form the company and shall whenever requested by the company, produce a copy of the policy of insurance. Without prejudice to the other rights of the company, if the customer fails to do so all sums whatever owing by the customer to the company shall forthwith become due and payable.
18. 1. All goods sold in retail packaging may be resold by the customer only in the package supplied by the company and in no case may any trademark other than those applied by the company be marked on or applied in relation to the goods.
    2. No right or licence is granted under this contract of sale to the customer to use or exploit in any way any patent, trademark, copyright, registered design or other intellectual property right except the right to use the goods for their usual function or to resell the goods.
    3. The specification(s) and design(s) of the goods (including the copyright, design right or other intellectual property in them) shall as between the parties be the property of the company. Where any designs or specifications have been supplied by the customer for manufacture by or to the order of the company then the customer warrants that the use of those designs or specifications for the manufacture, processing assembly or supply of the goods shall not infringe the rights of any third party.
    4. The customer agrees not to cause or permit anything which may damage or endanger any intellectual property belonging to the company or the company’s title to such intellectual property or assist or allow others to do so.
    5. The customer shall indemnify the company against all claims on account of infringement of patent, design right, trademark, or other protected right in respect of any part of work with the exception of any goods supplied by the company.

19. Customers Obligation

    The customer will at customer’s expenses (save as otherwise specified in writing):
    1. Ensure that any plant or equipment or labour which is to be provided by the customer is available at all times when required by the company and is suitable for the purpose required by the company.
    2. Ensure that a suitable means are provided on site for the lifting and movement of rails or any other plant, equipment and materials.
    3. Ensure that all permits, licences or other authorisation (whether from any governmental or non governmental body or agency or from any other body or company) which are necessary for the work or the bringing of materials, labour or plant to the site are obtained in advance of the necessity for them arising and are maintained in force for as long as they are necessary.
    4. Ensure that all information is provided on site for the setting out of the work when required by the company and
    5. Ensure that all company’s property and the personnel provided by the company on site are protected by adequate comprehensive insurance cover against risks of loss, damage or injury occurring whilst on site other than as a result of any act or omission of any person employed by the company or provided on site by the company and will ensure that the full benefit of such insurance is extended to the company, it’s employees and subcontractors: and
    6. be responsible for:
       1. the unloading of all materials and equipment delivered to site for the work,
       2. setting aside an area for the safe and secure storage of all such materials, plant and equipment within easy access of the site and
       3. transporting such materials, plant and equipment from such area so set aside to the site and
    7. Provide erect and dismantle all scaffolding, ladders, working platforms or other accesses required by the company of such quality and in such a way as to comply with all applicable safety requirements. Ensure that the site is in all respects safe and free from risk of damage or injury to person or property at all times when the company’s property or personnel provided by the company are on site and
    8. Ensure that all rails supplied by the customer are straight or that any variation in straightness does not exceed tolerances stated by the relevant rolling mill.

20. Suitability of Site

    The customer will ensure that the site is suitable for the execution of the work in all respects at all times when the company wishes to carry
    out the work. Without prejudice to the generality of the foregoing the customer will ensure that-
    1. the site is ready for the work to be carried out at the time when the company wishes to commence the work and
    2. no employees of the customer or of any other person, firm or company engaged by the customer to carry out work at or within the vicinity of the site, impede, by their presence or their activities, the employees of or workmen engaged by the company in carrying out the work, and
    3. Ground beams and any structure in, on, over or under which the work is to be carried out shall have been constructed to a tolerance no greater than the disclosed contract specification.
    4. Adequate access to the site is available to the company for its personnel, plant and equipment and materials at all times during which the company wishes to carry out the work.

21. Breach of the Customers Obligations

    1. if the customer fails to comply with any of its obligations under the contract between the company and the customer to the reasonable satisfaction of the company, the company acting through any of its representatives shall give notice thereof verbally and confirmed in writing to any appropriate representative of the customer and unless the matter is resolved to the company’s satisfaction, the company may either,
       1. Subject to 21 (2) below, treat the contract between the company and the customer as terminated by the customer by such breach, or
       2. Cease or postpone the commencement of all or part of the work until such obligations have been complied with or,
       3. Waive the breach by the customer.
    2. the company shall not be entitled to treat the contract as terminated as a result of any such breach by the customer unless:
       1. the company has given notice in writing to the customer specifying the breach and giving the customer such period of time as appears to the company in the circumstances to be reasonable to enable the customer to remedy its breach, and,
       2. at the expiry of that period of time the breach remains unremedied.
    3. If the company elects to treat any such breach by the customer as terminating the contract, the company shall upon termination of the contract have no obligation or liability whatsoever to the customer in respect of or under the contract and the customer shall indemnify the company against all costs, claims, demands, liabilities, expenses or losses which the company may suffer, incur or sustain in connection with the contract whether prior to or after the termination of the contract. Such indemnity and any payment made under it shall not prejudice the right of the company to claim damages from the customer in respect of the breach but in any such claim for damages credit shall be given for any payments made under such indemnity.
    4. If the company elects to waive any such breach or not to cease or postpone the commencement of all or part of the work, the company shall incur no liability to the customer for any delay in carrying out or completing all or part of the work resulting in whole or in part from such breach and the customer shall indemnify the company upon demand against any cost, claim, demand, liability or expense which the company may suffer, incur or sustain as a result of such breach and which the company would not have suffered incurred or sustained had such breach not occurred.
    5. Where the company elects to waive any such breach or not to cease or postpone the commencement of all or part of the work the company shall be entitled at any time while any such breach continues upon giving such written notice as is specified in clause 21 (1) above to alter its response to such breach and to adopt any of the responses to such breach specified in clause 21 (1) above.

22. Acceptance of the Work

    Completion of the work shall be deemed to take place when the company’s representative gives notice verbally to be the representative of
    the customer who has been identified to the company for that purpose and the contract sheet is signed (or where no person has been so
    identified by the customer, to the representative of the customer whom the company’s representative considers to be most appropriate for
    that purpose) that the work has been completed and either,
    1. the customer’s representative indicates his acceptance that the work has been completed or,
    2. twenty four hours elapses after such notice without the customers representative either indicating his acceptance that the work has
       been completed or indicating that he does not accept that the work has been completed and giving reasons for not so accepting
       which in the reasonable opinion of the company’s representative are valid reasons.

23. Insolvency

    If the customer fails to make payment for the goods and /or services in accordance with this contract or commits any other breach of this contract of sale or if any of the customer’s goods or if the customer offers to make any arrangements with its creditors or if any petition in bankruptcy is presented against the customer or the customer is unable to pay its debts as they fall due or if, being a limited company, any resolution or petition to wind up the customer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrative receiver or manager shall be appointed over the whole or any part of the customers business or assets or if any petition for the appointment of an administrator is presented against the customer or if the customer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the goods and/or services shall become payable immediately. The company may in its absolute discretion and without prejudice to any other right it may have:
    1. Suspend all future deliveries of goods and/or the provision of services to the customer and /or terminate the contract without liability on its part and/or
    2. Exercise any of its rights pursuant to clause 17.

24. Notices

    Unless otherwise specified in these terms and conditions any notice given pursuant to this agreement shall be in writing and shall be sufficiently given to any party if sent in a letter by first class post or air mail prepaid post addressed to that party at the party’s last known address or place of business that party’s registered office (or any alternative address notified by that party in accordance with this clause and any notice so given shall be deemed unless the contrary is proved to have been effected at the time at which the letter would be delivered in the ordinary course of post.

25. Waiver

    Any waiver by the company of any breach of any obligations of the customer under this agreement or otherwise shall not be a waiver of any continuing breach or of any breach of any of those obligations.

26. Licences

    1. The company does not accept any responsibility or liability for the obtaining of any licences, consents, approvals, permissions, permits, test and other certificates and authorities (public or private) needed in connection with the provision of goods and/or services under the terms of this contract.
    2. The customer warrants and represents to the company that it has obtained at its own cost and / or expense all licenses consents approvals permissions permits, test and other certificates and authorities (public or private) needed in connection with the provision by the company of goods and /or services under terms of this contract and /or that it will obtain the same prior to the provision by the company of goods and/or services hereunder.

27. Event of Force Majeure

    The company shall be entitled by notice in writing to the customer to be released from all its obligations under this contract if any event of force majeaure shall prevent the company from performing its obligations under this contract.

28. General

    1. The company may from time to time provide advice to the customer on the use and /or installation of tracks upon which heavy cranes are used. The company does not warrant or represent that it is aware of the full extent and/or terms of any proposed application and/or specification in relation either to the cranes or the tracks and whilst every attempt will be made to give all such advice in good faith the company will accept no responsibility or liability for the design of such cranes or tracks.
    2. Without prejudice to the generality of (1) above, except under special arrangements previously made in writing, advice and information which is not related to specific instructions accepted by the company is provided gratuitously and without liability.
    3. Any advice and information in whatever form may be given, is provided by the company for the customer only and the customer shall indemnify for the company against any liability, claims, loss, damage, costs or expenses arising out of any other person relying upon such advice or information.