Terms & Conditions

CAUSEBROOKSMITH LIMITED

Standard Conditions of Sale

Engineering Services • Project Management • Consultancy • Spare Parts • Asset Care

1. Definitions and Interpretation

1.1 Definitions

In these Conditions, unless the context otherwise requires:

Acceptance means the point at which the Goods or Services are deemed accepted in accordance with Clause 15.

Affiliate means any company that directly or indirectly controls, is controlled by, or is under common control with another company.

Business Day means any day other than a Saturday, Sunday or public holiday in England.

CausebrookSmith, the Company, we, our or us means CausebrookSmith Limited.

Conditions means these Standard Conditions of Sale.

Contract means the agreement between the Company and the Customer incorporating these Conditions together with the applicable Quotation, Purchase Order and any agreed written variations.

Customer means the individual, partnership, company, organisation or other legal entity purchasing Goods or Services from the Company.

Deliverables means all drawings, reports, specifications, calculations, engineering documentation, project plans, software, data, recommendations, operating procedures, training material or any other work product produced by the Company.

Engineering Services includes, without limitation:

Mechanical engineering
Electrical engineering
Controls engineering
PLC and HMI support
Commissioning
Installation supervision
Preventative maintenance
Reactive maintenance
Emergency breakdown attendance
Machinery inspections
Asset condition surveys
Asset care programmes
Production support
Factory Acceptance Tests (FAT)
Site Acceptance Tests (SAT)
Operator training
Technical support
Engineering consultancy

Force Majeure Event means any event beyond the reasonable control of either party including, but not limited to, acts of God, flood, fire, epidemic, pandemic, war, terrorism, civil unrest, industrial disputes, transport disruption, supplier failure, shortages of materials, utility failures or governmental restrictions.

Goods means spare parts, consumables, machinery, equipment, assemblies, software licences and all physical products supplied by the Company.

OEM means an Original Equipment Manufacturer.

Project means any engineering, consultancy, maintenance, installation, commissioning or management activity undertaken by the Company.

Quotation means any written quotation, proposal or commercial offer issued by the Company.

Services means all professional services supplied by the Company.

Site means any premises at which the Services are to be performed.

1.2 Interpretation

Unless expressly stated otherwise:

references to one gender include all genders;
words importing the singular include the plural and vice versa;
headings are included for convenience only and shall not affect interpretation;
references to legislation include all amendments and replacements;
references to writing include electronic communication, including email.

2. Application of These Conditions

2.1

These Conditions apply to every quotation, proposal, purchase order, order acknowledgement and Contract entered into by CausebrookSmith Limited.

2.2

These Conditions shall prevail over any terms contained within the Customer’s purchase order, procurement portal, supplier onboarding documentation or other commercial documentation unless expressly accepted in writing by a Director of the Company.

2.3

No variation to these Conditions shall be binding unless agreed in writing by a Director of CausebrookSmith Limited.

2.4

The Customer shall be deemed to have accepted these Conditions by the earliest of:

issuing a Purchase Order;
providing written authority to proceed;
requesting the Company to commence Services;
accepting delivery of Goods;
permitting attendance on Site;
making payment against any quotation or invoice.

2.5

Should any provision of these Conditions be found to be unenforceable, invalid or unlawful, the remaining provisions shall remain in full force and effect.

3. The Basis of Our Business

CausebrookSmith Limited operates as an independent engineering and automation consultancy.

Our core services include machinery sourcing, project management, engineering support, spare parts management, asset care, consultancy and lifecycle engineering support.

Unless expressly agreed otherwise in writing, CausebrookSmith Limited does not represent itself as the manufacturer of third-party equipment supplied as part of a Contract.

Where equipment manufactured by a third-party OEM is supplied, any manufacturer’s warranty, operating limitations, technical specifications and product documentation shall apply in addition to these Conditions.

CausebrookSmith Limited shall always endeavour to act in the Customer’s best interests by recommending technically appropriate and commercially practical engineering solutions.

4. Quotations

4.1 Validity

Unless expressly stated otherwise, all Quotations remain valid for thirty (30) calendar days from the date of issue.

4.2 Basis of Quotation

Quotations are prepared using information supplied by the Customer.

The Company assumes that such information is complete and accurate.

Where information subsequently changes, the Company reserves the right to revise pricing, scope, delivery programmes and engineering requirements accordingly.

4.3 Exclusions

Unless specifically included, Quotations do not include:

civil works;
structural alterations;
building services;
compressed air generation;
electrical installation;
production consumables;
operator labour;
cranes or lifting equipment;
specialist access equipment;
validation documentation;
regulatory approvals;
customer production losses.

4.4 Technical Development

CausebrookSmith Limited continually develops its engineering methods and reserves the right to introduce reasonable technical improvements provided they do not materially reduce the agreed functionality or performance of the Goods or Services supplied.

5. Orders and Contract Formation

5.1 Formation of Contract

A Contract shall only come into existence upon the earliest of:

Written acceptance of the Customer’s Purchase Order by the Company;
Written confirmation by the Company that work will commence;
Procurement of materials or services specifically for the Customer;
Dispatch of Goods;
Attendance by the Company’s personnel on Site to commence Services.

No verbal discussion or correspondence shall constitute acceptance unless confirmed in writing by the Company.

5.2 Purchase Orders

The Customer shall provide a Purchase Order or other written instruction containing, where applicable:

Quotation reference;
Customer order reference;
Delivery address;
Invoice address;
Agreed commercial terms;
Requested delivery date;
Customer contact details.

The Company shall not be responsible for delays resulting from incomplete or inaccurate Purchase Orders.

5.3 Customer Variations

The Customer may request changes to the Goods or Services at any time.

Where such changes affect:

price;
engineering effort;
lead time;
purchased materials;
supplier commitments;
programme;

the Company shall issue a written Variation Proposal.

No variation shall be implemented until accepted by both parties unless immediate action is required for safety reasons.

5.4 Suspension

Should the Customer suspend a Project after commencement, the Company reserves the right to invoice:

all work completed;
engineering hours incurred;
materials purchased;
subcontractor commitments;
storage costs;
reasonable administration costs.

Where suspension exceeds thirty (30) days, delivery dates and pricing may be reviewed.

5.5 Customer Delay

Where the Company’s performance is delayed due to the actions or omissions of the Customer, including failure to provide information, access, approvals or production availability, the Company shall be entitled to:

revise the Project programme;
recover reasonable additional costs;
reschedule engineering resources;
revise delivery dates accordingly.

The Company shall not be liable for delays arising from such circumstances.

6. Prices

6.1 General

Unless otherwise stated, all prices are exclusive of:

Value Added Tax (VAT);
customs duties;
import duties;
freight;
insurance;
accommodation;
subsistence;
travel expenses;
mileage;
courier charges.

6.2 Currency

Quotations shall be issued in the currency stated within the Quotation.

Where equipment or components are purchased from overseas suppliers, the Company reserves the right to adjust prices where significant exchange-rate fluctuations occur between quotation and order placement.

6.3 Supplier Cost Increases

Should a supplier increase prices after a Quotation has been issued but before a Purchase Order has been accepted, the Company reserves the right to amend its pricing accordingly.

Once a Contract has been formed, prices shall remain fixed unless the increase results directly from:

Customer-requested changes;
changes in legislation;
taxation changes;
customs changes;
force majeure events;
significant increases in supplier pricing beyond the Company’s reasonable control.

6.4 Additional Work

Any work requested by the Customer outside the agreed scope shall be chargeable.

This includes, but is not limited to:

additional engineering attendance;
redesign;
software amendments;
additional commissioning;
repeat site visits;
additional documentation;
customer training beyond the agreed scope.

Where practical, the Company shall provide a quotation before undertaking such work.

7. Payment Terms

7.1 Invoicing

Unless otherwise agreed in writing, invoices may be raised:

upon dispatch of Goods;
upon completion of engineering attendance;
monthly for ongoing Projects;
at agreed Project milestones;
upon completion of Services.

7.2 Payment Due Date

Payment shall become due strictly in accordance with the agreed credit terms stated on the invoice.

Time for payment shall be of the essence.

7.3 Late Payment

Where payment is not received by the due date, the Company reserves the right to:

charge statutory interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;
recover reasonable debt recovery costs;
suspend current work;
suspend future deliveries;
withhold engineering attendance;
withdraw credit facilities.

Such action shall not constitute a breach of Contract by the Company.

7.4 Set-Off

The Customer shall not withhold payment or exercise any right of set-off or deduction unless required by law or expressly agreed in writing by the Company.

7.5 Credit Limits

The Company reserves the right to:

review credit limits at any time;
require payment in advance;
require stage payments;
require parent company guarantees or other security where appropriate.

7.6 Ownership of Deliverables

Where payment remains outstanding, the Company reserves the right to withhold:

engineering reports;
software;
drawings;
manuals;
technical documentation;
commissioning records;
training documentation;

until all outstanding sums have been paid in full.

8. Delivery of Goods

8.1 Delivery

Delivery dates provided by the Company are estimates only and are based upon information available at the time of quotation or order acceptance.

Whilst every reasonable effort shall be made to achieve the stated delivery date, time shall not be of the essence unless expressly agreed in writing.

8.2 Partial Deliveries

The Company reserves the right to make partial deliveries where this facilitates the timely progress of a Project.

Each delivery shall constitute a separate supply for invoicing purposes.

8.3 Customer Delays

Where the Customer requests a delay to delivery after Goods have been manufactured, procured or prepared for dispatch, the Company reserves the right to:

invoice the Goods in full;
charge reasonable storage costs;
recover additional transport costs;
revise delivery arrangements.

Risk in the Goods shall pass to the Customer when the Goods are placed into storage on the Customer’s behalf.

8.4 Inspection

The Customer shall inspect all Goods upon delivery.

Any shortages, transport damage or visible defects shall be notified to the Company in writing within five (5) Business Days of delivery.

Failure to notify the Company within this period shall constitute acceptance of the Goods, except in respect of latent defects that could not reasonably have been identified on inspection.

8.5 Packaging

Unless otherwise agreed, packaging shall be at the Company’s discretion and may not be returnable.

Where specialist export packaging or customer-specific packaging is requested, additional charges may apply.

9. Engineering Services

9.1 Scope of Services

Engineering Services may include, without limitation:

Preventative maintenance
Reactive maintenance
Breakdown support
Machinery inspections
Asset condition surveys
Installation supervision
Mechanical assembly
Electrical installation support
PLC and HMI support
FAT attendance
SAT attendance
Production support
Operator training
Technical consultancy
Machinery optimisation
Performance improvement
Spare parts assessments

The precise scope of Services shall be defined within the applicable Quotation or Contract.

9.2 Standard of Care

The Company shall perform all Services using reasonable skill, care and diligence consistent with good engineering practice and the standards reasonably expected of an experienced engineering consultancy operating within the food, beverage, pharmaceutical and industrial manufacturing sectors.

9.3 Working Hours

Unless otherwise agreed, engineering attendance shall take place during the Company’s normal working hours.

Attendance outside normal working hours, including evenings, weekends and public holidays, shall be charged at the Company’s prevailing engineering rates.

9.4 Customer Delays During Attendance

Where Company personnel are prevented from carrying out productive work due to circumstances outside the Company’s control, including but not limited to:

machinery not being available;
production overruns;
lack of permits;
unavailable operators;
unavailable maintenance personnel;
delayed customer decisions;
unavailable utilities;
unavailable materials;
restricted site access;

such time shall remain chargeable.

9.5 Additional Work

Should additional work be requested during an engineering visit, the Company shall use reasonable endeavours to accommodate such requests.

Where the additional work falls outside the agreed scope, it shall be chargeable at the applicable engineering rates unless otherwise agreed in writing.

9.6 Subcontractors

The Company may utilise suitably qualified subcontractors or specialist consultants where appropriate.

The Company shall remain responsible for the management of such subcontractors whilst they are engaged on the Project.

10. Project Management Services

10.1 General

Where engaged to provide Project Management Services, the Company shall act as the Customer’s professional engineering partner in coordinating agreed aspects of the Project.

Unless expressly agreed otherwise, the Company does not assume the role of Principal Contractor, Principal Designer or CDM duty holder.

10.2 Scope

Project Management Services may include:

programme development;
supplier coordination;
technical reviews;
progress meetings;
engineering design reviews;
FAT planning;
installation planning;
commissioning coordination;
risk identification;
reporting;
commercial administration.

10.3 Customer Responsibilities

The Customer shall continue to retain responsibility for:

operational decisions;
production planning;
statutory compliance;
health and safety management;
planning permissions;
environmental compliance;
internal project governance.

10.4 Third-Party Suppliers

Where the Company coordinates third-party suppliers, it shall exercise reasonable skill and care in managing interfaces.

The Company shall not be liable for the acts, omissions or contractual defaults of independent suppliers appointed directly by the Customer.

10.5 Programme Management

Project programmes are prepared using the best information available at the time.

The Company shall not be responsible for programme slippage resulting from:

supplier delays;
customer decisions;
production requirements;
regulatory approvals;
force majeure events; or
third-party performance outside the Company’s reasonable control.

11. Consultancy Services

11.1 General

Where the Company is engaged to provide consultancy services, it shall exercise the reasonable skill, care and diligence expected of a professional engineering consultancy experienced within the food, beverage, pharmaceutical and industrial manufacturing sectors.

Unless expressly agreed otherwise, consultancy services are advisory in nature and shall not transfer operational or statutory responsibility from the Customer to the Company.

11.2 Recommendations

Recommendations, reports, feasibility studies, machinery specifications and technical opinions are prepared using the information available at the time.

The Customer acknowledges that recommendations may require revision where:

production requirements change;
additional technical information becomes available;
legislation changes;
customer objectives change;
third-party supplier capabilities differ from those originally understood.

11.3 Customer Decisions

The Company may recommend engineering solutions but the final decision to purchase equipment, proceed with a project or implement recommendations remains the responsibility of the Customer.

11.4 Independent Advice

Where the Company recommends equipment supplied by third-party manufacturers, such recommendations are made in good faith based upon technical suitability and available information.

The Company does not guarantee the future commercial performance of independent manufacturers.

12. Customer Responsibilities

12.1 Information

The Customer shall provide accurate and timely information necessary for the performance of the Contract.

This includes, where applicable:

production data;
machinery drawings;
layouts;
utility information;
product specifications;
packaging samples;
operating procedures;
technical standards.

12.2 Site Access

The Customer shall ensure that Company personnel are provided with:

safe access;
suitable parking where available;
welfare facilities;
reasonable working space;
uninterrupted access to the equipment where reasonably practicable.

12.3 Utilities

Unless otherwise agreed, the Customer shall provide all utilities required for the Services, including:

electricity;
compressed air;
water;
drainage;
network access where required;
lifting equipment where necessary.

12.4 Production Availability

The Customer shall ensure that machinery is available for the agreed engineering activities.

Where production requirements prevent work from being undertaken, the resulting delay shall remain chargeable in accordance with the Contract.

12.5 Competent Personnel

The Customer shall make available suitably authorised personnel capable of making operational decisions during engineering attendance.

12.6 Hazardous Conditions

The Customer shall notify the Company before attendance of:

hazardous substances;
confined spaces;
asbestos;
biological hazards;
explosive atmospheres;
restricted access;
any other foreseeable risk which may affect the safety of Company personnel.

13. Site Access, Health & Safety

13.1 General

Both parties acknowledge the importance of maintaining the highest standards of health, safety and environmental performance.

The Company shall comply with the Customer’s reasonable site safety rules, provided they have been communicated prior to or upon arrival at Site.

13.2 Unsafe Conditions

The Company reserves the right to suspend work immediately where Company personnel reasonably believe that:

unsafe working conditions exist;
machinery has not been adequately isolated;
appropriate permits have not been issued;
personnel are at risk of injury;
statutory requirements are not being met.

Any resulting delay shall not constitute a breach of Contract by the Company.

13.3 Isolation

Unless specifically agreed otherwise, the Customer remains responsible for:

electrical isolation;
mechanical isolation;
pneumatic isolation;
hydraulic isolation;
lock-off procedures;
permit-to-work systems.

The Company’s personnel shall not assume responsibility for isolation procedures operated by the Customer.

13.4 Personal Protective Equipment

The Company shall provide appropriate personal protective equipment for its personnel.

Where additional site-specific PPE is required, the Customer shall notify the Company in advance or provide such equipment upon arrival.

13.5 Environmental Compliance

Both parties shall comply with all applicable environmental legislation relevant to the performance of the Services.

14. Programme Delays

14.1 Causes of Delay

The Company shall not be liable for delays arising from circumstances beyond its reasonable control, including:

supplier delays;
customer delays;
changes in specification;
regulatory approvals;
transport disruption;
shortages of materials;
industrial action;
severe weather;
force majeure events.

14.2 Extension of Time

Where delays occur for reasons outside the Company’s reasonable control, the Company shall be entitled to a reasonable extension of time for completion.

14.3 Recovery of Costs

Where delays are caused by the Customer, the Company shall be entitled to recover reasonable additional costs incurred, including:

engineering labour;
travel;
accommodation;
storage;
administration;
subcontractor costs;
remobilisation costs.

14.4 Mitigation

Both parties shall use reasonable endeavours to minimise the impact of any delay and work collaboratively to agree revised programmes where necessary.

15. Inspection, Commissioning and Acceptance

15.1 General

Upon completion of the Goods or Services, the Company shall notify the Customer that the relevant stage of the Contract has been completed.

The Customer shall use reasonable endeavours to inspect the work promptly.

15.2 Mechanical Completion

Mechanical Completion shall occur when the Company has completed the agreed scope of work to the extent that the equipment or system is ready for testing, commissioning or operation, subject only to minor items that do not materially affect functionality or safety.

Minor defects or omissions shall not prevent Mechanical Completion from being achieved.

15.3 Commissioning

Where commissioning forms part of the Contract, the Company shall carry out commissioning activities using reasonable skill and care.

Commissioning shall be undertaken using the information, product and utilities made available by the Customer at the time of attendance.

The Company shall not be responsible for commissioning delays caused by unavailable product, utilities, operators or production time.

15.4 Factory Acceptance Tests (FAT)

Where a Factory Acceptance Test is included within the Contract:

the Company shall provide reasonable notice of the proposed FAT date;
the Customer shall attend or nominate a representative where attendance has been agreed;
failure by the Customer to attend shall not prevent the FAT from taking place;
any observations shall be recorded and addressed where appropriate.

Unless otherwise agreed, successful completion of the FAT shall constitute acceptance of the equipment in its factory condition.

15.5 Site Acceptance Tests (SAT)

Where a Site Acceptance Test forms part of the Contract, acceptance shall be assessed against the agreed technical specification.

Performance may be affected by:

product characteristics;
packaging materials;
utilities;
upstream equipment;
downstream equipment;
operator experience;
production practices.

The Company shall not be responsible for failures resulting from factors outside its reasonable control.

15.6 Deemed Acceptance

The Goods or Services shall be deemed accepted upon the earliest of:

written acceptance by the Customer;
commencement of commercial production;
beneficial use by the Customer;
modification of the equipment by the Customer or a third party;
thirty (30) days following completion where no material defects have been notified in writing.

15.7 Minor Defects

Minor defects that do not materially affect safe operation or agreed functionality shall not entitle the Customer to reject the Goods or Services.

Such items shall be rectified within a reasonable period.

16. Warranty

16.1 Standard Warranty

Unless otherwise agreed in writing, the Company warrants that its workmanship shall be free from defects in materials and workmanship for a period of twelve (12) months from Acceptance.

16.2 Third-Party Equipment

Where Goods manufactured by third parties are supplied, the applicable manufacturer’s warranty shall apply.

The Company shall provide reasonable assistance in administering warranty claims but shall not extend or replace the manufacturer’s warranty unless expressly agreed.

16.3 Warranty Remedy

Where a valid warranty claim is accepted, the Company shall, at its sole discretion:

repair the defective item;
replace the defective item;
re-perform the affected Services; or
refund the reasonable value of the defective Goods or Services.

These remedies shall constitute the Customer’s exclusive remedy for warranty claims.

16.4 Notification

The Customer shall notify the Company in writing of any alleged defect promptly upon discovery and, where reasonably practicable, within fourteen (14) days.

The Customer shall provide sufficient information to enable the Company to investigate the matter.

16.5 Access

The Customer shall provide the Company with reasonable access to inspect and rectify any alleged defect.

The Company shall not be liable for delays resulting from restricted access or production constraints imposed by the Customer.

17. Warranty Exclusions

The Company’s warranty shall not apply where defects arise from:

normal wear and tear;
misuse or abuse;
accidental damage;
lack of maintenance;
incorrect operation;
operation outside the specified duty;
unsuitable product characteristics;
unsuitable packaging materials;
inadequate utilities;
customer modifications;
modifications by third parties;
use of non-approved spare parts;
failure to follow operating instructions;
corrosion caused by process conditions;
consumable items;
cosmetic damage that does not affect operation.

17.1 Consequential Losses

Warranty obligations shall not extend to:

production losses;
product waste;
labour costs incurred by the Customer;
loss of profit;
loss of contracts;
consequential losses;

except where expressly agreed in writing or where liability cannot legally be excluded.

17.2 Emergency Attendance During Warranty

Where attendance determines that the reported fault is not covered by warranty, the Company reserves the right to charge:

engineering time;
travel;
accommodation;
replacement parts;
specialist subcontractor costs;

at the Company’s prevailing commercial rates.

18. Retention of Title

18.1 Ownership

Notwithstanding delivery, installation or incorporation into other equipment where legally permissible, ownership of all Goods supplied by the Company shall remain with CausebrookSmith Limited until:

all invoices relating to those Goods have been paid in full; and
all other monies due from the Customer to the Company have been paid in full.

18.2 Risk

Risk in the Goods shall pass to the Customer upon delivery or collection.

The Customer shall be responsible for:

safe storage;
insurance;
protection against loss or damage;
maintaining the Goods in good condition,

until ownership transfers.

18.3 Identification

Until ownership passes, the Customer shall, where reasonably practicable:

keep the Goods separately identifiable;
maintain original identification markings;
not remove serial numbers;
not represent the Goods as belonging to another party.

18.4 Recovery

Where payment remains outstanding after the due date, and following reasonable notice where appropriate, the Company reserves the right to enter the Customer’s premises during normal working hours, where legally permitted, to recover Goods for which ownership has not transferred.

The Customer shall provide reasonable access to facilitate such recovery.

19. Intellectual Property

19.1 Ownership of Intellectual Property

Unless expressly agreed otherwise in writing, all intellectual property rights created or owned by the Company shall remain the exclusive property of CausebrookSmith Limited.

This includes, without limitation:

engineering drawings;
specifications;
software;
PLC programs developed by the Company;
calculations;
reports;
proposals;
project methodologies;
training materials;
operating procedures;
technical documentation.

19.2 Customer Information

The Customer retains ownership of information supplied by it.

The Company shall use such information solely for the purposes of performing the Contract unless otherwise agreed.

19.3 Licence

Upon full payment of all sums due, the Customer is granted a non-exclusive licence to use Deliverables solely for the operation, maintenance and support of the relevant Project.

No Deliverable may be copied, reproduced, sold, transferred or used for unrelated projects without the Company’s prior written consent.

19.4 Know-How

Nothing within the Contract shall prevent the Company from applying general engineering knowledge, skills or experience gained during the Project, provided that confidential information belonging to the Customer is not disclosed.

20. Confidentiality

20.1 General

Each party shall treat as confidential all commercial, financial, technical and operational information obtained from the other party.

Such information shall not be disclosed to any third party except:

where required by law;
with the prior written consent of the other party;
to professional advisers;
to insurers;
to subcontractors engaged in the Project under equivalent confidentiality obligations.

20.2 Duration

These confidentiality obligations shall continue for a period of five (5) years following completion or termination of the Contract.

20.3 Publicity

Neither party shall use the other’s name, logo, trademarks or photographs of installations for marketing or promotional purposes without prior written consent.

The Company may, however, identify the Customer as a client in general marketing material unless the Customer has expressly requested confidentiality in writing.

21. Data Protection

21.1 Compliance

Each party shall comply with all applicable UK data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

21.2 Personal Data

Where personal data is exchanged for the purposes of performing the Contract, each party shall ensure that such data is:

processed lawfully;
kept secure;
retained only for as long as necessary;
protected against unauthorised access.

21.3 Security

The Company shall maintain reasonable administrative, technical and organisational measures to protect confidential information and personal data within its control.

22. Cyber Security and Remote Support

22.1 Remote Support

Where remote engineering support is provided, the Customer shall provide appropriate access to the Company’s personnel using secure communication methods agreed by both parties.

22.2 Customer Systems

The Customer remains responsible for:

maintaining appropriate network security;
user permissions;
backups;
antivirus protection;
firewall management;
operational resilience.

The Company shall not be liable for failures arising from deficiencies in the Customer’s IT infrastructure.

22.3 Software Changes

The Company shall not make permanent software modifications without the Customer’s authority unless immediate action is necessary to protect personnel or equipment from imminent damage.

Any emergency changes shall be documented and communicated to the Customer as soon as reasonably practicable.

22.4 Cyber Incidents

Where a suspected cyber-security incident affects the Project, both parties shall cooperate in good faith to minimise disruption, investigate the issue and restore operations safely.

23. Limitation of Liability

23.1 Standard of Liability

Nothing in these Conditions shall exclude or limit liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
any liability which cannot legally be excluded under the laws of England and Wales.

23.2 Financial Limit

Subject to Clause 23.1, the Company’s total aggregate liability arising out of or in connection with any Contract shall not exceed:

the total Contract Price; or
£1,000,000,

whichever is the lower, unless otherwise agreed in writing or covered by the Company’s applicable insurance.

23.3 Excluded Losses

To the fullest extent permitted by law, the Company shall not be liable for:

loss of production;
loss of profit;
loss of revenue;
loss of business opportunity;
loss of anticipated savings;
product recall costs;
goodwill;
indirect losses;
consequential losses;
special damages.

23.4 Duty to Mitigate

The Customer shall take all reasonable steps to minimise any loss arising from any alleged breach of Contract.

23.5 Insurance

The Company shall maintain appropriate levels of insurance consistent with the nature of the Services being undertaken.

Evidence of insurance may be provided upon reasonable request where commercially appropriate.

24. Force Majeure

24.1 Definition

Neither party shall be liable for any delay or failure in performance caused by a Force Majeure Event.

24.2 Notification

The affected party shall notify the other party as soon as reasonably practicable, providing details of:

the event;
the anticipated impact;
the expected duration;
proposed mitigation measures.

24.3 Extension of Time

Where a Force Majeure Event affects performance, the Company shall be entitled to a reasonable extension of time.

24.4 Prolonged Force Majeure

Where a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate the affected Contract by giving fourteen (14) days’ written notice.

The Customer shall remain liable for all Goods supplied and Services performed up to the date of termination.

25. Suspension and Termination

25.1 Suspension by the Company

The Company may suspend performance immediately where:

invoices remain overdue;
the Customer becomes insolvent;
access to Site is unsafe;
serious health and safety concerns arise;
the Customer materially breaches the Contract.

25.2 Termination

Either party may terminate the Contract where the other party commits a material breach which remains unremedied for thirty (30) days after written notice.

25.3 Insolvency

The Company may terminate the Contract immediately if the Customer:

enters administration;
enters liquidation;
becomes bankrupt;
ceases trading;
enters into any arrangement with creditors;
is unable to pay its debts as they fall due.

25.4 Payment Following Termination

Termination shall not affect the Company’s right to recover payment for:

Goods supplied;
Services completed;
work in progress;
materials purchased;
commitments entered into on behalf of the Customer;
reasonable demobilisation costs.

26. Dispute Resolution

26.1 Good Faith

Both parties agree to act in good faith in resolving any disagreement arising under the Contract.

26.2 Escalation

Prior to commencing legal proceedings, the parties shall seek to resolve disputes by referring the matter to senior management representatives with authority to settle the dispute.

26.3 Mediation

If a dispute cannot be resolved within thirty (30) days, either party may propose mediation through an independent mediator agreed by both parties.

Participation in mediation shall not prevent either party from subsequently commencing legal proceedings where necessary.

27. Governing Law and Jurisdiction

27.1 Governing Law

These Conditions and any Contract incorporating them shall be governed exclusively by the laws of England and Wales.

27.2 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with these Conditions or any Contract entered into between the parties.

28. General Provisions

28.1 Entire Agreement

These Conditions, together with the relevant Quotation, Purchase Order and any written variations, constitute the entire agreement between the parties.

28.2 Assignment

Neither party may assign or transfer its rights or obligations under the Contract without the prior written consent of the other party, such consent not to be unreasonably withheld.

28.3 No Waiver

Failure by either party to enforce any provision of these Conditions shall not constitute a waiver of that provision or any other right.

28.4 Severability

If any provision of these Conditions is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

28.5 Notices

Any notice given under these Conditions shall be in writing and sent by:

email to the agreed commercial contact;
recorded postal delivery;
recognised overnight courier.

Notices shall be deemed received:

immediately where delivered by hand;
two (2) Business Days after posting by recorded delivery;
on the next Business Day following transmission by email, provided no delivery failure notification is received.

28.6 Survival

Clauses relating to confidentiality, intellectual property, limitation of liability, retention of title, dispute resolution and governing law shall survive termination or expiry of the Contract.

Schedule A

Engineering Services – Commercial Terms

1. General

This Schedule forms part of the Company’s Standard Conditions of Sale and applies to all engineering services unless otherwise agreed in writing.

2. Standard Working Hours

Unless otherwise agreed, standard working hours are:

Monday to Friday

08:00 – 17:00 (UK Local Time)

Inclusive of a reasonable unpaid lunch break.

3. Chargeable Time

Engineering time shall normally commence when Company personnel leave their normal place of work, accommodation or agreed meeting location and shall conclude upon return.

Chargeable time includes:

travel time where applicable;
site induction;
permit administration;
toolbox talks;
productive engineering time;
fault finding;
testing;
commissioning;
customer-requested meetings;
report writing completed on Site.

4. Waiting Time

Waiting time remains chargeable where caused by:

unavailable production;
unavailable operators;
delayed customer decisions;
permit delays;
unavailable utilities;
unavailable product;
unavailable packaging;
restricted access;
customer operational requirements.

5. Overtime

Engineering undertaken outside standard working hours shall be charged at the Company’s prevailing overtime rates.

This includes:

evenings;
weekends;
public holidays;
emergency call-outs.

6. Travel

Unless expressly agreed otherwise, reasonable travel costs may include:

mileage;
rail travel;
air travel;
ferry crossings;
taxis;
parking;
toll roads;
accommodation;
subsistence.

Where practical, travel shall be arranged on a cost-effective basis.

7. Accommodation

Where overnight accommodation is necessary, the Company shall arrange suitable business accommodation unless alternative arrangements are agreed with the Customer.

8. Emergency Breakdown Attendance

Whilst every reasonable effort will be made to respond promptly to emergency requests, the Company cannot guarantee engineer availability.

Emergency attendance shall be prioritised according to:

engineer availability;
customer location;
technical capability;
existing contractual commitments;
health and safety considerations.

9. Remote Technical Support

Remote support may be provided where technically practical.

Remote support may include:

telephone assistance;
Microsoft Teams;
secure VPN connection;
PLC diagnostics;
HMI support;
software review;
engineering advice.

Remote support shall be chargeable unless covered by an existing support agreement.

Schedule B

Cancellation Policy

Spare Parts

Stock items accepted for return remain subject to:

inspection;
supplier acceptance;
a reasonable restocking charge.

Special-order, non-standard or customer-specific items are generally non-returnable once procurement has commenced.

Engineering Visits

Cancellation charges may apply where engineering attendance is cancelled after resources have been committed.

As guidance:

More than 10 Business Days’ notice – normally no cancellation charge.
5–10 Business Days’ notice – up to 25% of the booked value.
2–5 Business Days’ notice – up to 50% of the booked value.
Less than 2 Business Days’ notice – up to 100% of the booked value, together with any committed travel or accommodation costs.

The Company may reduce or waive these charges where engineering resources can be reallocated.

Customer Courtesy

The Company recognises that production environments can change at short notice.

Accordingly, cancellation charges shall always be applied reasonably and in good faith, taking account of the circumstances of each case.

Schedule C

Warranty Claim Procedure

Customers should notify the Company as soon as reasonably practicable after discovering an issue.

Warranty requests should include:

Customer name.
Site.
Equipment identification.
Serial number (where applicable).
Description of the issue.
Photographs where available.
Production impact.
Contact details.

The Company shall acknowledge receipt promptly and advise the proposed course of action.

Schedule D

Preventive Maintenance & Asset Care

Where CausebrookSmith provides planned maintenance or asset care services, the Company shall use reasonable skill and care to maintain equipment in accordance with the agreed maintenance schedule.

Unless expressly agreed otherwise, preventive maintenance does not constitute a guarantee against future equipment failure.

Recommendations issued following inspections should be reviewed promptly by the Customer.

The Customer remains responsible for determining whether recommendations are implemented.

Schedule E

Remote Support

Remote support may be provided where:

suitable communications are available;
the Customer grants appropriate access;
health and safety is not compromised.

The Customer remains responsible for all operational decisions taken whilst receiving remote advice.

Schedule F

Professional Conduct

CausebrookSmith Limited is committed to providing a safe, respectful and professional working environment.

The Company expects all personnel engaged on a Project to be treated with courtesy and professionalism.

The Company reserves the right to withdraw personnel from any Site where they are subjected to:

abusive language;
harassment;
discrimination;
threatening behaviour;
violence;
unsafe working practices.

Such withdrawal shall not constitute a breach of Contract by the Company.

Both parties shall work together in good faith to resolve any issues before engineering activities recommence.

CausebrookSmith Limited | Standard Conditions of Sale
Document Number: CS-COM-001 | Version: 1.0