1 Interpretation and definitions

1.1  Interpretation

In these terms and conditions:

Client Action has the meaning given in clause 2.4;

Completion Date means the date for completion of the Work specified in the Quotation or otherwise agreed between the parties in writing;

Conditions has the meaning given in clause 9.4;

Contract means the contract between the Supplier and the Client for the supply of Work entered into by the Client accepting the Quotation;

Delivery Date means the date when Goods are delivered to the Client for installation as part of the Work;

Goods means the goods to be provided by the Supplier (if any);

Payment Date means the date(s) for payment specified in the Quotation;

Quotation has the meaning given in clause 2.2

Services means the installation and commission of the electrical and/or works specified in the Quotation; and

Work means the Services and the Goods that the Supplier shall provide for and to the Client in accordance with the Contract.

1.2 Interpretation

In these terms and conditions unless the context otherwise requires:

1.2.1 words importing any gender include every gender;

1.2.2 words importing the singular number include the plural number and vice versa;

1.2.3 words importing persons include firms, companies and corporations and vice versa;

1.2.4 references to numbered clauses are references to the relevant clause in these terms and conditions;

1.2.5 any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

1.2.6 the headings to the clauses of these terms and conditions shall not affect the interpretation;

1.2.7 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment; and

1.2.8 where the word ‘including’ is used in these terms and conditions, it shall be understood as meaning ‘including without limitation’.
 

2             Formation of the Contract

2.1          The Supplier offers to provide:

2.1.1 the Services; and

2.1.2 the Goods (if any),

to the Client in accordance with the Quotation subject to the provisions of these terms and conditions.

2.2          The Quotation includes:

2.2.1 the Services to be undertaken;

2.2.2 the time estimates for the provision of the Services;

2.2.3 the Goods to be provided (if any); and

2.2.4 the sums payable for the Services and for the Goods.

2.3 The Quotation remains open for acceptance by the Client for a period of 30 days from its’ date. If the Client wishes to enter into the Contract it must confirm in writing or by email to the Supplier that it accepts the Quotation. The Client acknowledges and agrees that no Services or Goods will be provided until the Supplier has received the Client’s acceptance of the Quotation.

2.4 These terms and conditions shall apply to all contracts for the carrying out of Work by the Supplier for the Client to the exclusion of all other terms and conditions, including any terms or conditions which the Client may purport to apply under any purchase order, confirmation of order or similar document.

2.5 Acceptance of delivery of the Goods or Services shall be deemed conclusive evidence of the Client’s acceptance of these terms and conditions.

2.6 The Client acknowledges and agrees that the matters detailed in the Quotation which require action on the part of the Client shall be carried out before any Work is carried out.

2.7 The Quotation may be varied, or added to, from time to time, by agreement between the Parties provided that the variation or addition is in writing and signed by both Parties. The changes shall be clearly identified, together with the additional or different sums to be paid by the Client.

2.8 Any variation to these terms and conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Supplier.
 

3             Performance of the Work

3.1          The Supplier shall provide the Goods (if any) in the course of providing the Services.

3.2          The Parties shall agree the time and place (if not specified in the Quotation) when the Services shall be performed, subject to the availability of the Supplier’s staff and agents and the availability and delivery of the Goods.

3.3         The Supplier shall use reasonable endeavours to complete the Services by the Completion Date or such other date as agreed by the Parties.
3.4         Time shall not be of the essence:

3.4.1 for the delivery of the Goods;

3.4.2 for any times for when the Services are to be performed, whether given or agreed to by the Supplier;

3.4.3 for the length of time that any of the Services are to take, whether specified in the Quotation or otherwise; or

3.4.4 for the Completion Date or such other date as agreed by the Parties.

3.5 Unless otherwise provided for in the Quotation, where any stage of performing the Services requires the approval or acceptance of the Client, the following shall apply:

3.5.1 the Supplier will give notice in writing (an approval notice) to the Client that a stage has been reached in the performance of the Services requiring the approval or acceptance of the Client,

3.5.2 if the Client does not notify the Supplier of any matters concerning the quality or content of the Services provided up to that stage within 7 days of receiving an approval notice, the Client will be deemed to have approved the performance of the Services up to that stage, and

3.5.3 when the Supplier has completed performing the Services, the Client will be deemed to have accepted or approved them unless any matters concerning the quality or content of the Services are notified to the Supplier within 7 days of whichever is the later of the Supplier:

3.5.3.1 notifying the Client that the Services have been completed, or

3.5.3.2 sending a final invoice to the Client.

4 Sums to be paid and payment

4.1 Payment for sums due for the Work shall be due as set out in the Quotation and shall be made within 30 days of the date of invoice.

4.2 All amounts stated are exclusive of VAT and/or any other applicable taxes or levy, which shall be charged in addition at the rate in force at the date any payment is required from the Client.

4.3 The price specified in the Quotation may be increased if there are defects in any existing installation that have to be put right, or if the Client requires amendments to the Works, or if the Works are delayed other than through the fault of the Supplier.

4.4 If payment of any sum due under these terms and conditions is not received by any due date specified for that sum, the Supplier shall be entitled to:

4.4.1 charge interest on the outstanding amount at the rate of 10% a year above the base lending rate of National Westminster Bank plc, accruing daily;

4.4.2 require that the Client make a payment in advance of any Services or part of the Services not yet supplied;

4.4.3 not provide any further Services or part of the Services;

4.4.4 terminate the Contract as provided for in clause 15; or

4.4.5 charge the Client for all costs incurred in enforcing and recovering payment;

Or any combination of these

4.5          All payments must quote the Supplier’s invoice number.

5             Risk

The risk in the Goods shall pass to the Client on the Delivery Date, and the Client shall ensure that the Goods are covered by the Client’s insurance from that date. If the Goods are damaged or destroyed after delivery the Client shall pay to the Supplier the cost of obtaining replacement Goods.

6             Ownership of the Goods

Ownership of the Goods shall not pass to the Client until the Supplier has received the payment of the sums due for the Goods (and any other sums that are due or owing to the Supplier) in full, whether or not delivery has been made. The Client irrevocably agrees that the Supplier may remove any Goods from the Client’s premises until those sums have been paid.

7              The Client’s obligations

7.1 The Client acknowledges and agrees that in order for the Supplier to be able to provide the Services the Client shall:

7.1.1 carry out any Client Actions as specified in the Quotation and by the times and dates set out in that document;

7.1.2 co-operate with the Supplier as the Supplier reasonably requires;

7.1.3 provide to the Supplier such information and documentation as the Supplier reasonably requires;

7.1.4 obtain all permissions, consents (including, but not limited to, planning permission), and health and safety approvals from such organisations and authorities required for the Goods to be installed and for the Services to be carried out;

7.1.5 make available to the Supplier the facilities, resources, working space and staff as specified in the Quotation and/or as the Supplier reasonably requires from time-to-time including water, electricity and welfare facilities;

7.1.6 instruct the Client’s staff, agents and contractors to co-operate with and to assist the Supplier; and

7.1.7 provide safe access for the Supplier to carry out the Work.

7.2 The Supplier may charge the Client for any additional reasonable costs and expenses incurred by the Supplier caused by the Client’s instructions, failure to provide instructions, or failure to comply with clause 7.1.

7.3 The Client shall be responsible for the safety of any equipment or materials left on site by the Supplier, its staff or subcontractors, and for the safety of uncompleted works.
 

8             Defects in the Goods

8.1 The Supplier will, at its option, either make good by repair or by the supply of a replacement, defects which, under proper use, appear in the Goods within a period of twelve months after the Goods have been delivered and installed, provided that:

8.1.1 the Client notifies the Supplier in writing of the claimed defects immediately on their appearance;

8.1.2 the Supplier is satisfied that the defects arise solely from faulty design (other than a design made, furnished or specified by the Client for which the Supplier has disclaimed responsibility in writing), materials or workmanship; and

8.1.3 if required by the Supplier, any part of the Goods claimed to be defective are returned to the Supplier at the expense of the Supplier.

8.2 The repaired or replacement Goods will be delivered to the Client at the original place of delivery, but otherwise subject to the provisions of these terms and conditions.

8.3 As an alternative to clause 8.1, the Supplier shall be, in its absolute discretion, entitled to return the sums paid by the Client for the Goods to the Client if the Client has already paid such sums when the claimed defect is notified by the Client to the Supplier.

8.4 The remedy provided in this clause 8 is without prejudice to the other provisions of these terms and conditions, including, without limitation, clause 9 below.
 

9              Liability for the Goods

9.1 The Supplier shall not incur or accept any liability concerning any representation made by the Supplier (or made on the Supplier’s behalf) to the Client (or any person acting on behalf of the Client) prior to the making of the Contract where such representation was made or given in relation to the Conditions.

9.2 The Supplier shall not accept any liability to the Client concerning any express term or provision of these terms and conditions relating to the Goods where such a term relates to the Conditions.

9.3 All terms, conditions or warranties implied by statutory or common law relating to the Conditions concerning the Goods are excluded from the Agreement to the fullest extent permitted by law.

9.4          Conditions means:

9.4.1 the correspondence of the goods with any description; and/or

9.4.2 the quality of the goods; and/or

9.4.3 the fitness of the goods for any purpose(s) whatsoever (whether made known to the Supplier or not).
 

10           Warranties, liability and indemnities for the Services

10.1 The Supplier warrants that it will use reasonable care in performing the Services to a standard which conforms to generally accepted industry standards and practices.

10.2 If any part of the Services is performed negligently or in breach of the provisions of these terms and conditions then, at the request of the Client (if the request is given within 6 months of the Completion Date), the Supplier will re-perform the relevant part of the Services, always subject to clauses 11.1 and 11.2 below.

10.3 The Supplier expressly does not warrant that any result or objective, whether stated in the Quotation or not, shall be achieved, be achievable or be attained at all or by a given Completion Date or any other date.

11           Liability generally

11.1 Except in the case of death or personal injury caused by the Supplier’s negligence, the Supplier’s liability under or in connection with the Contract whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever, shall not exceed the sums paid to the Supplier under the Contract.

11.2 Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill.

11.3 The Client shall indemnify and hold harmless the Supplier from and against all Claims and Losses arising from loss, damage, liability, injury to the Supplier employees and third parties, infringement of third party intellectual property, or third party losses by reason of or arising out of any information supplied to the Client by the Supplier, its employees or Suppliers, or supplied to the Supplier by the Client within or without the scope of the Contract. Claims shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and Losses shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.

11.4 Each of the Parties acknowledges that, in entering into the Contract, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in the Quotation, and any conditions, warranties or other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.

11.5           Each of the Parties acknowledges that:

11.5.1 the Supplier will not be responsible for making good any damage, or for building or decorating costs unless they result directly from the Supplier’s negligence, and

11.5.2 the Supplier will not be responsible for any damage or loss whether direct, consequential or otherwise caused by the need for the Supplier to take up floor coverings.

12           Termination

12.1         The Supplier may terminate the Contract if:

12.1.2 the Client does not pay the amount(s) specified in the invoice(s) for the Services or Goods and upon the Supplier giving the Client seven days’ notice following the date specified for the payment of the invoice(s) in clause 4.1;

12.1.3 the Client fails to carry out any Client Action and upon the Supplier giving the Client seven days’ notice following the end of the period specified by the Supplier under clause 7.1.2.

12.2 Without prejudice to clause 12.1 and any other remedies or rights, either Party may terminate the Contract at any time by written notice to the other Party (Other Party) the notice taking effect as specified in the notice:

12.2.1if the Other Party is in material breach of its obligations under the Contract, and where a breach is capable of remedy within seven days, if the breach is not remedied within seven days by the Other Party receiving notice which specifies the breach and requiring the breach to be remedied; or

12.2.2 if the Other Party becomes insolvent or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or re-construction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt, or if the Client (being an individual) is declared bankrupt.
12.3 If the Contract is terminated because of a reason specified in clause 12.1 above, then the Client shall pay for all Work carried out up to the date of termination and all sums due for payment after the date of termination which arise from commitments entered by the Supplier for the performance of the Work prior to the date of termination.
 

13           General

13.1 Force majeure

Neither Party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract that result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 6 months, either Party may terminate the Contract by written notice to the other Party.

13.2 Amendments

This Agreement may be amended only in writing signed by duly authorised representatives of the Parties.

13.3 Assignment

Subject to the following sentence, neither Party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under the Contract without the prior written agreement of the other Party. A Party may, however, assign and transfer all its rights and obligations under this agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under these terms and conditions.

13.4 Entire agreement

This Agreement contains the whole agreement between the parties in respect of the supply of the Goods and the Services and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter. The parties confirm that they have not entered into the Contract on the basis of any representation that is not expressly incorporated into the Quotation. Nothing in these terms and conditions excludes liability for fraud.

13.5 Waiver

No failure or delay by the Supplier in exercising any right, power or privilege under these terms and conditions shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in these terms and conditions are cumulative and not exclusive of any rights and remedies provided by law.

13.6 Agency, partnership etc.

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in these terms and conditions. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.

13.7 Severance

If any provision of these terms and conditions is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these terms and conditions and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of these terms and conditions.

 
14           Notices

14.1Any notice to be given under these terms and conditions shall be in writing and shall be left at, or sent by first class mail to, to the registered office of the receiving Party (if a company) or otherwise at or to the address specified in the Quotation, or such other address as that Party may from time to time notify to the other Party in writing.

14.2 Notices sent as above shall be deemed to have been received when left or 3 working days after the day of posting (in the case of inland first class mail).

14.3 To prove that notice has been given it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, as the case may be.
 

15           Law and jurisdiction

The validity, construction and performance of these terms and conditions shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.

16           Third parties

For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of these terms and conditions the Contract is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.