Supply and Install Terms and Conditions (Favouring the Supplier) (B150)

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Who can use these Supply and Installation Terms & Conditions?

These Supply and installation terms and conditions are designed for use by a business that supplies and installs equipment. The supplier could either be a general contractor offering to do this type of work or a specialist supplier of, say, boilers, bathroom or kitchen equipment in its standard terms.

What is this contract for?

Our template comprises a quotation form to be used for each group posed job plus a set of Terms & Conditions which are fairly balanced, while to some extent favouring the supplier.

Acceptance of the quotation by the client means that the parties have a sensible contract under which the supply and installation services will be performed. This helps to protect the interests of both client and supplier.

What are the main issues?

Scope of work and timing. These are important, particularly where an order from a client is needed before the supplier can place its own order with the manufacturer.  Timing with regard to installation also needs to be agreed in advance but this will usually depend availability of the equipment.

Client obligations are likely to include the need for the client to provide access to the site when it’s required and any facilities that are specified/agreed. This could include storage as well as supply of power/water etc.

Variations. If any changes are proposed, a procedure is necessary under which the supplier will give an estimate for acceptance before any variation is commenced.

Price and payment. With a contract for supply of equipment, there is often a requirement for an upfront payment and the payment stages and amounts will be set out in the supplier’s quotation

Handover & Liability. The supplier will probably accept a period after handover during which defects have to be fixed, probably six months. However, if there is manufacturer’s equipment guarantee, unless the defect is attributable to the supplier’s work rather than the equipment, it will be up to the client to contact the manufacturer direct. Our contract has a clause designed to exclude any supplier liability after the defect period has come to an end.

What detailed terms does the contract contain?

The main points cover:

  • definitions
  • contract formation
  • general obligations of supplier
  • general obligations of client
  • variations
  • contract price & payment
  • property and risk
  • insurance & liability
  • duration, handover & defects liability
  • termination
  • intellectual property
  • force majeure
  • disputes
  • a general clause detailing notices, assignment, subcontracting, the scope of the agreement, amendment, warranties, severance and waiver.

For more information on each of these sections, see our Explanatory Notes below which you will also receive when you download the document from our website.

For information on signing documents see our Contract Signing page

When I download the document, can I change it and/or use it more than once?

Yes, all ContractStore’s templates are in MS Word and you can use the contract on more than one project. For more information, watch the video on this page of our website or see our FAQs

Legal support

ContractStore supplies templates and is not a law firm.  But experienced lawyers write all our templates, so we can arrange legal assistance for customers who need special terms in one of our documents or a bespoke template. . For more information see our Legal Services page.  For more information see our Legal Services page.

Contract Author – Giles Dixon

And if you want to contact us see our Contacts page.

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Explanatory Notes

Designed from the Supplier’s point of view, these standard terms and conditions are intended as a template for any supplier or contractor who is engaged in the business of supplying and installing equipment, especially when the works are to be carried out on premises of the Client.

These terms and conditions are intended to be used with a Quotation submitted by the Supplier to a Client and a form of Quotation is included.

The Quotation needs to be completed by the Supplier, and the Terms & Conditions plus other relevant documents – a Specification, probably with a detailed list of the equipment to be installed, Drawings, Contract Price breakdown etc – sent to the Client. Two signed copies of the Quotation should be sent and the contract will only be formed when one of them is returned to the Supplier, signed by the Client. If the Client wants to change anything, it may be necessary to have another Quotation signed incorporating the changes.

To avoid later disputes it is advisable for both parties to be very clear as to the detailed scope of the services, the equipment to be installed and the price – vagueness in the Specification is more likely to result in disputes than clarity.

Turning to the specific clauses in the Terms & Conditions:

1. DEFINITIONS

As indicated above, this refers to the Supplier’s Quotation and contains some other relevant definitions.

2. CONTRACT FORMATION

This is intended to make it clear that the Supplier’s terms and conditions override those of the Client. In practice, this can be more difficult than it appears and legal advice should be obtained.

3. GENERAL OBLIGATIONS OF SUPPLIER

This clause details basic obligations on the part of the Supplier to exercise reasonable skill and care.

4. GENERAL OBLIGATIONS OF CLIENT

The Client is responsible for giving the Supplier access to the site when he needs it and for providing facilities such as secure storage for equipment, power supply etc. Responsibility for getting planning consents is with the Client.

5. VARIATIONS

This is designed to ensure that if a Client asks for a change, the Supplier will be paid for it at an appropriate rate. Also, a variation can result in a change to the contract period.

6. CONTRACT PRICE & PAYMENT

This refers back to the Quotation to a large extent but, in case the Quotation does not cover everything, there is provision for monthly payment. Also the Supplier has the right to give notice to suspend the work for non-payment (this is a statutory right for construction contracts in the UK) as well as the right to claim interest on late payment. The wording is designed to comply with UK legislation concerning payment terms in contracts that are ‘construction operations’ for the purpose of the legislation. Many contracts for equipment supply will fall into this category, especially if they are related to a building project in some way.

The statutory interest entitlement works out at 8% above base rate. Costs can also be claimed under the Act referred to in this clause. For more information there is a helpful website at www.payontime.co.uk.

7. PROPERTY AND RISK

Ownership of all equipment is retained by the Supplier until everything has been paid for but risk of loss or damage passes to the Client when equipment is delivered to the site.

8. INSURANCE & LIABILITY

This will need to be tailored to the particular circumstances but under our clause the Client is responsible for insuring the equipment and services and the Supplier has to maintain public liability and employers liability insurance.

9. DURATION, HANDOVER & DEFECTS LIABILITY

This refers to the planned commencement and completion dates and allows for the Supplier to get an extension of time if he is delayed by reasons beyond his control.

The Supplier has responsibility for remedying defects for 6 months following completion and the Supplier (in effect) fixes the date for handover of the works.

This clause makes it clear that the Supplier’s liability is limited to remedying defects during the 6 months defects liability period and the clause aims to exclude any other liability of the Supplier to the Client. Legal advice is recommended here as the wording of limitation clauses may need to be adjusted to take account of particular circumstances and there is also legislation designed to protect consumers against unfair terms.

It is quite common for a contract to contain a clause whereby the Supplier becomes liable for liquidated damages – i.e. a fixed daily or weekly amount – if he is late in completing the works. No such clause is included here. In some ways a liquidated damages clause can benefit a Supplier as the amount of liquidated damages in the contract may be less than the actual loss which the client can suffer as a result of delay.

10. TERMINATION

This gives each party the right to terminate the contract if the other party commits a material breach, and either party can terminate if the other becomes bankrupt.

11. INTELLECTUAL PROPERTY

Designs of the Supplier are owned by him and the Client has limited rights to use them.

12. FORCE MAJEURE

Unforeseeable events such as flood and fire are covered by this clause.

13. DISPUTES

This clause contains a three stage method of resolving disputes – first, direct negotiation, second a reference to adjudication and, thirdly, the courts. There is information on adjudication in the Free Information section of our website.

14. GENERAL

This contains a number of provisions concerning notices, assignment, etc. For more detail on some of these subjects, see Free Information on our website.