Supplier or Subcontractor: Means the Person/s, Firm or Company named on the Purchase Order to which these Terms and Conditions are Annexed and Subordinate to.
The Contract: the Purchase Order forms The Contract and is the offer made by or to Triangle Limited to the Supplier or Subcontractor and the Contract shall come into effect upon Acceptance of the Purchase Order, The Contract. As stated on the Triangle Ltd Purchase Order, the Terms, Conditions, and any other Condition set out in the Purchase Order, constitutes a Contract exclusive to any other Terms and Conditions or Representation upon which the Supplier or Subcontractor may rely. The Supplier/Subcontractor acknowledges that upon receipt of the Triangle Ltd Purchase Order, should they fail or refuse to sign or acknowledge acceptance, the action of Accepting the Purchase Order by Default and Conduct constitutes Acceptance of the Contract and the Terms and Conditions.
Terms and Conditions: The Terms and Conditions means the Triangle Ltd Standard Terms and Conditions as set out in this document, including any Special Terms or Conditions set out in The Contract, as written in the Purchase Order. No variation of Triangle Ltd Terms is binding unless agreed in writing between the authorised representative of Triangle Ltd and the Supplier/Subcontractor. These are the terms under which Triangle Ltd contracts or conducts business. Any person or company in contracting or conducting business with Triangle Ltd acknowledges themselves and their principals bound by these terms and conditions.
The Contract Sum: The Triangle Ltd Purchase Order is a “fixed price” contract. No cost variations are permitted unless by written authorisation. The contractual obligations, quantity, quality, performance & description of the Goods / Services shall be as provided in these Terms and Conditions, as specified on the Order, and includes any applicable Specification.
Acceptance: Therefore the Supplier/Sub Contractor and Triangle Limited HAVE AGREED and DO HEREBY AGREE that:
- By acceptance of the Triangle Purchase Order, The Contract, the Supplier/Subcontractor agrees to be regulated and bound by Triangle Terms and Conditions, including any Triangle Specifications and Drawings and Instructions.
- The Subcontract Works and Supply of Goods and Services shall be designed, carried out, and completed in accordance with the rights and obligations of Triangle Limited.
- Any disputes or differences or any associated matter shall be resolved in accordance with Triangle Ltd Terms and Conditions.
- There is no provision in the Purchase Order, the Contract, for waiver of the Terms and Conditions unless given in writing. No such waiver shall be of any past or future default, breach or modification of the terms, provisions, conditions or undertakings by the Supplier or Subcontractor unless expressly set out in the waiver.
- The Triangle Ltd Purchase Order, the Contract, contains the agreement between the Supplier/Subcontractor and Triangle Ltd and supersedes any previous understandings, agreements, representations or commitments whatsoever whether oral or written.
- The Supplier/Subcontractor hereby acknowledges that they shall indemnify Triangle Ltd against every liability which the Supplier/Subcontractor may incur to any other person or body or company whatsoever and against all claims, demands, proceedings, damages, losses and expenses made against or incurred by Triangle Ltd by reason of breach by the Supplier/Subcontractor of the Purchase Order, The Contract).
Quality Control: the Supplier/Subcontractor undertakes to ensure a system of Quality Control for material supply that shall include but not be limited to, approved tolerances, sound material use, skilled and careful workmanship and product finish (whether galvanised, powder coated or painted), and shall be free from defect in design, materials and workmanship other than defects caused by compliance with our Specification.
Supplier/Subcontractor Work Programme: All Works shall be as Triangle Programme. All dates for the Works are abstracted from this programme, subject to revisions agreed in writing, and requires the Supplier/Subcontractor to comply specificallywith the phasing requirements of this Programme (or revisions thereto) of the Works and the Supplier/Subcontractor will be required to complete all aspects of his works, including commissioning where applicable to ensure no delays are incurred to the completion. Failure to achieve an Agreed Programme may incur financial penalties against the Supplier/Subcontractor where Triangle Limited suffers any financial loss. This includes but is not limited to, failure to meet the Main Contractors Programme and where such LAD’s, Delays or Penalties are imposed on Triangle Limited. It is incumbent upon the Supplier/Subcontractor when faced with legitimate unachievable completion dates, to request an extension and this will only be granted where such entitlement is included in the Main Contract Agreement between Triangle Limited and the Main Contractor. Where there is no notice from the Supplier/Subcontractor, there is no recovery.
The Subcontract Works shall be deemed to have commenced when the Supplier/Subcontractor is instructed by Triangle Limited to proceed and shall be completed within the period specified in the Triangle Work Programme. Time for completion is of the essence of the Subcontract. It may be extended by Triangle Limited if delay to completion is caused by circumstances beyond the Supplier/Subcontractor reasonable control provided that written notification has been given to Triangle Limited (for approval by the Main Contractor) by the Supplier/Subcontractor within three working days of any such delay. Failure by the Supplier/Subcontractor to obtain requisite Site Inductions for its employees, or the delay of its suppliers, Sub-Subcontractors of any tier or carriers, or failure on the part of the Supplier/Subcontractor to procure and provide timeously any materials, plant, equipment or labour shall be deemed not to be a cause beyond the Supplier/Subcontractor reasonable control and any costs incurred by Triangle Limited will be deemed recoverable by Triangle Limited from the Supplier/Subcontractor.
Warrant: the Supplier/Subcontractor shall warrant that:-
- The Supplier/Subcontractor shall perform the Services by properly trained, Supervised and Qualified Personnel, with all due care and diligence and to such a high standard of quality as it is reasonable for us to expect in the circumstances, to current British Standards and Codes of Practice, and to the Class of CE Compliance.
- The Supplier/Subcontractor shall inform Triangle Limited in writing of any divergence in Detail, Drawing, Specification, Document or Instruction. Triangle Limited are entitled to reject any GOODS or SERVICES not in accordance with the contract, and shall not be deemed to have accepted any goods until we have a reasonable time to inspect them following delivery or installation, or if later, within a reasonable time any latent defect has become apparent.
- All Goods and services shall be covered by a minimum warranty period of 12 calendar months from delivery to us, or for a period of 12 calendar months from commissioning. Without prejudice to any other right or remedy, if any Goods or Services are not supplied or do not perform in accordance with the Contract, we shall be entitled: (a) to require you to repair the Goods or make good the Services and/or to supply replacement Goods or Services in accordance with the Contract within 10 days; or (b) at our sole option, and whether or not we have previously required you to repair the Goods or to supply any replacement Goods or Services, to treat the Contract as discharged by your breach and require the repayment of any part of the Price which has been paid.
- You shall indemnify Triangle Ltd against all liability, loss, damage, costs, penalties, LADS’s, and any expenses (including legal expenses) awarded against or incurred or paid by Triangle Limited as a result of any one or more of the following, namely:
- a breach of any warranty in relation to the Goods or the Services
- a breach of the Contract by you or your employees, agents or subcontractors;
- a breach of the Triangle Programme of Works incurring Penalties, Costs, LAD’s or any sums against Triangle Limited;
- any legal expenses, adjudication or other incurred as a result of breach of the contract,;
- liability under the Consumer Protection Act 1987 in respect of Goods,
- any act or omission by you or your employees, agents, or sub-contractors in supplying, delivering, unloading and installing the Goods, and/or
- in connection with the performance of the Services;
- any tortious act or omission of you or your employees agents or sub-contractors in relation to the Contract.
Insurance: You shall insure with a reputable insurer to cover your obligations to us for the duration of this Contract including without limitation having public and products liability cover of at least £5M (Five Million Pounds Sterling). Satisfactory evidence of such insurance and payment of current premiums shall be shown to us upon request. Your insurance must cover your own Materials, Tools and Equipment on site.