Terms And Conditions For The Supply Of Services
Fire Door Inspect Ltd, a company incorporated under the Companies Acts with company number 11483283 and having its registered office Bramall lane, Sheffield, S2 4RJ (“the Company”) undertakes to provide Services on the following conditions:
“Contract Commencement Date” means the date the contract comes into existence.
“Contract” means the contract between the Company and the Customer for the supply of Goods (and/or Services);
“Contract Price” means the monetary consideration stated in the Proposal Document for the sale of the Goods (and/or Services) to the Customer. Where no proposal document has been produced, the contract price will instead refer to the monetary consideration specified in the Final Quotation.
“Proposal Document” means the document attached to these terms and conditions or referring to these terms and conditions in which we specify the Goods (and/or Services) to be provided to you.
“Final Quotation” means the quotation which has been accepted by the customer.
“Customer” means you whom the Company has agreed to provide the supply of Goods (and/or Services) in accordance with these conditions;
“Invoice Due Date” means the date 30 days after the Company’s invoice date when the invoice must be settled in full.
“Services” means any Goods forming the subject of this Contract including parts and components of or materials incorporated in them.
1. The Company shall provide Services to the Customer on a Business Day during Normal Working Hours (other than in an emergency where the Company has agreed to provide the Services to the Customer not on a Business Day and/or outside Normal Working Hours) in accordance with the Proposal Document or the Final Quote and otherwise subject to these conditions. Any changes to the Services or these conditions must be agreed in writing between the Company and the Customer.
2. The Company may at any time without notifying the Customer make any changes to the Services, which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services.
3. Should the Customer wish to make any changes to the Services then the Customer must notify the Company of such changes in writing. The Company shall, at its sole discretion, confirm to the Customer as to whether such changes are acceptable or not. The Customer shall be liable for the Services already provided to the Customer and for any additional Services and changes to the Services.
4. These conditions (together with the terms, if any, set out in the Proposal Document or the Final Quote constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
PRICE AND PAYMENT
5. The Company reserves the right to review the cost of its services annually and therefore the Contract Price may be subject to change at any time in accordance with the cost of living index. The Customer will be notified at least one month in advance of any changes to the Contract Price.
6. The Contract Price and any charges payable in respect of Services provided to the Customer (together with any applicable VAT and without any set-off or deduction under any circumstances) shall be paid within a period of thirty days commencing on the date immediately following the date of the Company’s invoice unless extended credit terms have been agreed in advance.
7. For the avoidance of doubt, unless otherwise stated, the Services do not include redecoration of the Customer’s premises following delivery of the Services. Unless otherwise agreed, we cannot be held responsible for any costs incurred by you in relation to laying, relaying or cleaning carpets, redecorating, concealing cables, plastering, building works or carpentry work after the installation of the Goods.
8. If payment is not made by the due date, the Company shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 4% above the base rate from time to time of HSBC Bank’s minimum lending rate from the due date until the outstanding amount is paid in full.
9.1 The Customer shall ensure that the premises where the Company are to deliver the Services are safe and the Customer shall provide reasonable facilities at the disposal of the Company for the purpose of the delivery of Services and shall assist the Company by locating and having ready all equipment in one at the nominated premises for the delivery of the Services. Should there be any structural defects, infestation of any kind, site conditions not appropriate for the delivery of the Services or other material defect at the Customer’s premises where the Services are to be delivered, the Company shall notify the Customer and the delivery of the Services shall be postponed until the Customer (at the Customer’s cost) remedies such defect(s).
9.2. In the event of Services being provided beyond those specified at the time of the original instructions, the Company reserves the right to make an additional charge for such Services. Where possible, an estimate for such Services shall be provided in advance.
9.3. The Customer undertakes to return all documentation required by the Company in a timeous manner. In the event of their failing to do so, the Company reserves the right to cancel the Contract.
10. CONTRACT TERM
10.1. ‘No fixed term’ contracts. Where no end date is specified the Contract shall be considered to have no fixed term. Contracts that have no fixed term and shall continue until either party terminates the Contract on giving not less than six months’ written notice to the other party.
10.2 ‘Fixed term’ contracts. Contracts with a specified fixed term shall automatically renew on the contract end date unless either party gives not less than three months’ written notice to the other party prior to the contract end date of their intention not to renew the Contract.
11. RISK, LIABILITY, INDEMNIFICATION AND WARRANTY
11.1 The Company accepts no responsibility for any failure, negligence, or actions of a third party.
11.2 Risk in any materials and/or equipment supplied by the Company to the Customer shall pass to the Customer immediately on delivery of such materials and/or equipment to the Customer. Notwithstanding the passing of risk, title in such materials and/or equipment shall remain the sole and absolute property of the Company until the Contract Price has been paid by the Customer to the Company in full.
11.3 The Customer agrees to indemnify the Company, its directors, employees and agents against any cause of action resulting from the provision of services of any kind including but not restricted to administrative services, and in addition, any cause of action arising from the Customer’s actions or failure to act, either personally or on behalf of the Company.
11.4 The Company warrants to the Customer that the Services will be provided using reasonable care and skill in a good and workmanlike manner and, as far as reasonably possible in accordance with the Multi Service Agreement, the Service Charter and instructions as agreed between the Company and the Customer. The Company guarantees the Services against faulty materials and workmanship but where the Company supplies, in connection with the provision of the Services, any information, product and/ or equipment provided by a third party, the Company does not give any warranty, guarantee or indemnity in respect of such information, product, services and/or equipment. For the avoidance of doubt all goods (including parts supplied and fitted to equipment not owned by the Company) shall remain the property of the Company until full and cleared payment is received by Company.
11.5 The Company shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any materials or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence, or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer and except in respect of death or personal injury caused by the Company’s negligence, or as expressly provided in these conditions.
11.6 The Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Customer, and the entire liability of the Company under or in connection with the Contract shall not exceed the amount of the Company’s charges for the provision of the Services, except as expressly provided in these conditions or where such limitation is not permitted by law.
11.7 The Company shall use its best endeavours to complete the Services within any period of time specifically agreed in writing between the Company and the Customer but this will not form the basis of the Contract and the Company shall not be liable to the Customer or be deemed to be in breach of this Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company’s reasonable control.
11.8 The Customer will save, defend and hold harmless the Company against any and all loss, damages, liabilities, claims, judgments, decree awards, actions, costs and expenses arising in connection with the performance or non-performance of all obligations and liabilities required by law to be performed and borne in respect of any and all of the Services supplied to the Customer pursuant to this Contract, including without limiting the generality of the foregoing, obligations and liabilities in connection with the termination of the Contract.
12.1 Notwithstanding condition 9, either party to this Contract may (without limiting any other remedy) at any time terminate this Contract by giving written notice to the other party if the other party commits any breach of these conditions and (if capable of remedy) fails to remedy the breach within thirty days after being required by written notice to do so.
12.2 Either party may at any time terminate the Contract immediately by giving written notice to the other if the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his creditors or has a receiver or administrator appointed. The contract will be deeded to be terminated on the service of said notice.
12.3 Subject at all times to our rights to terminate the Contract as set out in these terms and conditions, non-fixed term contracts shall start on the Contract Commencement Date and shall continue and until terminated by either party giving the other at least 6 months’ prior written notice of termination. Fixed term contracts shall start on the contract commencement date, and shall automatically renew on the contract end date, unless intention to terminate the contract is received by the client a minimum of three months before the contract end date.
12.4 In the event that either party terminates the contract for any of the reasons set out above, all sums due to us or which may become due to us by you under the Client Agreement shall become immediately due and payable.
12.5 In the event that monthly payments are due said payments shall continue to be due until the expiry of the notice period.
12.6 The order can be cancelled at any time within the standard 14 day cooling off period, thereafter a cancellation fee of 10% on total order value will be charged.
13.1. Any notice required, or permitted to be given, by either party shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
14.1 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of any contract by the other shall be considered as a waiver by either party of any breach of the Contract or shall be considered as a waiver of any subsequent breach of the same or any other provision.
15. COMPETENT TERMS
15.1 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.
16. GOVERNING LAW AND JURISDICTION
16.1 The provisions of these terms and conditions shall be governed by and construed according to English Law and any such Contract will have been deemed to have been made at Sheffield in England.