Terms and conditions
TERMS AND CONDITIONS FOR THE SUPPLY OF FIRE TESTING SERVICES, JOINERY WORK, CONSULTANCY AND ALLIED SERVICES. (Version 7, issued 15/03/2016).
CFR - Cambridge Fire Research Limited.
Client - The second party to the contract.
Contract - The Contract Agreement to which these Terms and Conditions apply. The Contract may be established by formal contract document or the issue by CFR, and acceptance by the Client, of a quotation. Issue and acceptance may be by exchange of letters, official order form, e-mail or facsimile transmission. The Contract Agreement and these Terms and Conditions constitute the full understanding between the parties and the Client acknowledges that it has not relied upon any statement made by CFR which is not included in this Contract.
Report - The written document or documents provided by CFR to the Client.
Services - The provision of testing, research, consultancy, commercial or other professional services. Such services being defined in the quotation.
Force Majeure - Any event beyond CFR's control including adverse weather conditions, strikes, industrial action, reductions or interruptions in the supply of essential services gas/electricity/water, plant and machinery failure and interruption in the supply of materials.
All services carried out and work undertaken by Cambridge Fire Research (CFR) is done so only in accordance with the following Terms and Conditions. Orders are accepted only on the basis that these Terms and Conditions form part of the contract between CFR and the Client. These Terms and Conditions shall apply to any and all contracts entered into between CFR and the Client.
These Terms and Conditions shall take precedence over any Terms and Conditions imposed by the Client unless expressly agreed by CFR in writing.
CFR will, at all times, maintain the confidentiality of Client information including arrangements for any test carried out for the Client, the result of such test, any Report produced or any other information relating to the Clients' dealings with CFR.
The Client may at its sole discretion authorise CFR to disclose the contents of any Report or give any other information to a third party provided always that such authorisation is given in writing.
This confidentiality clause will automatically be waived should CFR become aware that any such Report, test result or other information issued by CFR has been altered or abridged by the Client so as to misrepresent that Report, test result or other information to a third party.
The Client will at all times keep and maintain confidential all information relating to the CFR procedures, documentation and commercial affairs that the Client may become aware of whilst visiting CFR's premises or in its dealings with CFR during period of the contract.
The Client agrees to allow access to UKAS (United Kingdom Accreditation Service) representatives to tests and CFR's records of tests for the purpose of enabling UKAS to assess CFR's performance in carrying out conformity assessment activities.
Retention of Title
CFR shall retain copyright title to all Reports, drawings, calculations and any other documents produced by CFR during the contract.
The Client shall not, without the written approval of CFR, make copies of any documents. CFR will not unreasonably withhold such approval and, where such approval is withheld, CFR will communicate its reasons to the Client in writing.
Test Results and Reports
All information given by CFR including test results, Reports, data and consultation work is provided subject to the limitations of normal test furnace practice and is based on the prevailing conditions and known knowledge or evidence at the time of any such test or consultation.
CFR will always take the necessary steps to ensure that any opinion or advice given as part of the contract will be correct however CFR will not accept liability for any loss or damage arising from the use of any such opinion or advice given to the Client. CFR will under no circumstances be liable to the Client whether in contract, tort (including negligence), breach of statutory duty or otherwise for any loss of profit or any indirect or consequential loss caused by factors outside of CFR's reasonable control. CFR's liability in respect of any other losses in respect negligence by CFR shall not exceed 2,000,000 GBP. This limitation shall survive the termination or expiry of the Contract.
Unless agreed by an officer of the Company the Client is entitled to one copy of any Report.
No test result, Report, data or other information provided to the Client shall be held to confer any rights or guarantees whatsoever to any third party client or customer of CFR's Client.
Test Samples, Materials and Specimens
CFR has a duty to its employees and third party visitors to its premises to comply with health and safety regulations. To this end the Client will always be responsible for informing CFR (in writing, at the outset of any contract negotiations) of the exact nature of any materials present in any specimen that may create a hazard, give off toxic fumes or otherwise be injurious to health when subjected to the fire testing process.
CFR staff will always use appropriate personal protective equipment (PPE) and take appropriate measures to reduce the general risk to the health and safety of attendees during fire testing procedures. CFR will always endeavour to provide a safe working environment and reduce any exposure to risk associated with the fire testing procedure. However, where the client has notified CFR of any hazardous materials and appropriate PPE or other safety measures are not available to deal with the specific hazard associated with those materials, CFR reserves the right to postpone or cancel the test.
If the Client does not disclose to CFR the presence of any hazardous materials at the outset as stated above and such materials are found to be present and cannot be dealt with safely, then a cancellation charge will become payable as if the Client had cancelled the test.
Where it is agreed that the Client shall have the responsibility for the supply, preparation and/or installation of any equipment, materials, documents or other items to enable a test to proceed, it will be the Client’s responsibility to ensure that such items are delivered, prepared and/or installed at the time and date specified by CFR.
CFR will at all times make reasonable adjustments to its test schedules to cater for unforeseen problems affecting delivery of any such items. Notwithstanding the aforesaid, CFR reserves the right to claim damages from the Client in respect of any losses caused by the failure of the Client to deliver, prepare and/or install any items by the agreed date and time. These damages may include, but are not limited to, any loss of profits, additional staff costs and the cost of storage of items.
Where CFR has agreed to supply materials, equipment or other items specifically for the contract these will be defined at the outset and their costs included in the total contract cost.
Unless conditioning requirements are separately agreed with CFR, it is the client's responsibility to ensure that any specimen components are delivered to CFR at optimum moisture content where required by the test standard.
Where the Client is installing the date(s) available for the installation will be as specified in the contract and between 9am and 5pm, unless otherwise agreed in writing.
Cancellation or Postponement
Where a Test is cancelled or postponed at the request of the Client, CFR reserves the right to claim damages from the Client in accordance with any such clause stated in the Contract. Where a test is cancelled due to reasons outside of CFR's reasonable control, CFR shall rearrange the test for the next date convenient for both parties.
Pricing and Payment
The total cost of services provided by CFR will be agreed with the Client and the agreed price will be recorded in writing. The contract price will be deemed to have been communicated and agreed by both parties in writing where such communication is by letter, official order, e-mail or facsimile transmission.
The Client agrees to make payment within 30 days following the end of the month in which CFR's invoice is raised or, where the client does not have an agreed credit account, in advance, against an invoice or request for payment, whichever the Contract states.
CFR may terminate this Contract immediately upon giving written notice in the event that:
- The Client commits a material breach of the Contract and said breach is not corrected within a reasonable time scale to be determined by CFR taking account of the circumstances of such breach; or
- Proceedings are instituted by or against the Client under bankruptcy, receivership or insolvency laws; or
- The Client's business is sold, transferred or otherwise restructured without CFR being notified in writing and given written assurance that the contract transfers with the business of the Client's company.
In the event that the Contract is terminated, for whatever reason, any work in progress or completed test reports or other work not invoiced will become immediately payable by the Client or in the case of insolvency the representatives.
Disputes and Formal Service
Should any dispute arising out of this contract be unresolved by the parties to it the matter will be referred to a single third party arbitrator nominated by the president of the Law Society.
This Contract and Terms and Conditions are governed by the Laws of England.
Service of any formal notice relating to this contract shall be in writing and addressed to the other party at its registered office or usual place of business.