1. DEFINITIONS AND INTERPRETATIONS
In these conditions the following expressions have the following meanings:
Acceptance Date: the date that the Customer indicates that they wish to proceed with the project.
Agreement: any agreement between the Company and the Customer for the supply of goods and services incorporating these conditions.
Company: National Plumbing and Heating Services Ltd
Contract Price: the amount payable under the Agreement and as set out on in the Company’s quotation and exclusive of value added tax unless otherwise indicated.
Customer: the person who has the benefits of the Services by the Company.
Goods: the materials and other such real property provided in the execution of the Services under the Agreement.
Invoice: A request for payment under the Agreement
Services: the design, installation and maintenance of fire suppression systems in accordance with the specification and other details as set out in the quotation.
1.2 In these conditions:
(a) Any reference to a statutory provision is a reference to it as in force for the time being taking account of any amendment, extension or application for re-enactment.
(b) The clause headings are for convenience only and shall not affect the interpretation of these conditions.
2. CONDITIONS APPLICABLE
2.1 Subject to any variation under condition 2.4 the Agreement shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer may purport to apply under any purchase order, confirmation of order or similar document).
2.2 All orders for Services shall be deemed to be an offer by the Customer to pay for the Services subject to these conditions.
2.3 No order placed by the Customer shall be deemed to be accepted by the Company until an instruction is received and acknowledged by the Company.
2.4 Any variation to these conditions shall have no effect unless expressly agreed in writing and signed by a partner of the Company.
2.5 The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.6 These conditions (or as varied in accordance with condition 2.4) embody the entire understanding of the parties and supersede any prior promises representations undertakings and implications. The Company’s employees or agents are not authorised to make any representations concerning the Services unless confirmed by a partner of the Company in writing. In entering into this Agreement the Customer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.
3. PERFORMANCE OF THE SERVICES
3.1 Any dates specified by the Company for the completion of the Services is intended to be an estimate only and shall not be construed to make time of the essence.
3.2 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the performance of the Services (even if caused by the Company’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Agreement unless such delay exceeds 90 days.
4. TITLE AND RISK
4.1 The risk in Goods shall pass to the Customer on delivery of the Goods to the Customer, his agent, employee or any other person acting on behalf of the Customer in any capacity.
4.2 The ownership of Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Services; and
(b) all other sums which are or which become due to the Company on any account.
4.3 The Customer’s right to possession of the Goods shall terminate immediately if:
(a) The Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its partners or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
(b) the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Agreement or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or
(c) the Customer encumbers or in any way charges any of the Goods supplied.
4.4 The Company shall be entitled to recover payment for the Services notwithstanding that ownership of any of the Goods has not passed from the Company.
4.5 The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
5. PRICE AND COMPLETION
5.1 Unless otherwise agreed by the Company in writing, the price for the supply of Services shall be the Contract Price.
5.2 Charges for the provision of additional Services or Goods shall be charged at the following rates:
Daily Technician Rate £450 per day
Consultancy £90 per hour
Additional CAD design work £40 per hour
Additional mist system head £250 per head
5.3 All charges in condition 5.2 shall be exclusive of labour and value added tax and where appropriate.
5.4 The additional costs in condition 5.2 are subject to change as notified in writing to the Customer by a partner of the Company
5.5 The Customer must allow the Company to carry out the work continuously during ordinary working hours by prior arrangement. Should the progress of work be interrupted or delayed, the Company reserves the right to charge for any additional costs incurred. If overtime is required, the Company reserves the right to charge the difference between ordinary and overtime rates.
6.1 The Certificate of Compliance shall not be supplied prior to payment in full being received by the Company.
6.2 Payment under the Agreement is to be made on the terms contained within the quotation.
6.3 An Invoice for the full Contract Price shall be submitted on the anniversary of 90 days of the Acceptance Date after which it shall become due and payable regardless of any event.
6.4 The Contract Price is due in pounds sterling within 30 days of the date of Invoice (the “Due Date”) unless otherwise stated on the quotation or invoice.
6.5 Time for payment shall be of the essence.
6.6 The Customer shall make all payments due under the Agreement in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
6.7 If the Customer fails to pay the Company any sum due pursuant to the Agreement, the Customer shall be liable to pay interest to the Company on such sum from the Due Date for payment at the annual rate of 8% above the Base Rate of the Bank of England at the Due Date, accruing on a daily basis until payment is made, whether before or after any judgment.
6.8 Should the Customer fail to make payment under the Agreement the Company reserves the right to suspend the provision of Services subject to giving seven days clear notice in writing. Such suspension is not to be treated as a failure of the Company to perform its obligations under this Agreement.
6.9 All reasonable costs and expenses incurred in realizing overdue payments shall be for the Customer’s account. In particular there shall be a charge of £20 (excluding VAT) for every letter, invoice, reminder or similar request for payment.
6.10 A completion certificate shall be issued upon payment in full of all sums due to the Company, under any account, and such amount shall be treated as being discharged upon funds clearing into the Company’s account.
7. LIMITATION OF LIABILITY
7.1 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of these conditions;
(b) any use made of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement.
7.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Agreement. Nothing in this Agreement affects the Customers statutory rights.
7.3 Nothing in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company’s negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
7.4 Subject to condition 7.2 and condition 7.3:
(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the Contract Price; and
(b) the Company shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Agreement.
7.5 The Company shall not be liable for an inadequate water supply to the installation premises
7.6 The company is not responsible for obtaining the required approval/warrant for the installation of the system by the appropriate Building Control department/Officer
8. CUSTOMER RESPONSIBILITIES
8.1 The Customer is to:
(a) provide an adequate water supply to the valve set or fire pump within the envelope of the building
(b) connect, or arrange for connection, to the valve set or fire pump
(c) negotiate with the water supplier
(d) notify the water authority of their intention to install a fire suppression system
(e) provide the Company with adequate information regarding pressure, flow and size of supply pipe
(f) undertake all building works, drilling of holes (except through timber joists of 50mm or less), drainage and ground works
(g) notify the Company on the building drawing supplied of any joist that is not constructed of timber
(h) have the mist system inspected and maintained by the Company at least every 12 months and to keep a written record as such detailing the name and signature of the engineer as well as the date and time of inspection
(i) provide up to date electronic drawings, and to notify any changes to be made to the system to the Company in writing supported by an amendment to the electronic drawing document. Such changes may be subject to further charge under condition 5.2 above
(j) provide the Company with access to areas above a reasonable height which cannot be accessed by Class 1 ladders conforming to BS2037, such access to be provided by way of staging, tower or access scaffolding
h) obtain the authorisation/warrant for the use of the sprinkler system by the appropriate Building Control department/officer
9. EXCLUDED WORKS
9.1 Unless otherwise agreed in writing the Agreement shall not cover the exclusions as set out in the quotation.
(a) painting, finishing and making good
(b) all electrical work
(c) building and civil engineering works
(d) lagging, frost protection or any other similar protection
10.1 Upon payment of the Contract Price the Company guarantees against manufacturing defect all materials and electrical goods supplied under the Agreement for a period of 12 months from completion of installation.
10.2 The warranty imposed under condition 10.1 and 10.2 shall be null and void in the event that :
(a) the mist system is painted, in whole or part
(b) the internal layout of the property is changed without consultation with the Company
(c) the water supply or valve set is changed
(d) the system is not inspected and maintained at least every 12 months by the Company.
11. REVOCATION AND AMENDMENT
11.1 The Company reserve the right to revoke and amend these Standard Terms and Conditions without notification to any party concerned.
12.1 The Company may assign the Agreement or any part of it to any person.
13. FORCE MAJEURE
13.1 The Company reserves the right to defer the date of provision of the Services or to cancel the Agreement if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company
including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Agreement.
14. REMEDIES AND WAIVERS
14.1 Each right or remedy of the Company under the Agreement is without prejudice to any other right or remedy of the Company whether under the Agreement or not.
14.2 Failure or delay by the Company in enforcing or partially enforcing any provision of the Agreement shall not be construed as a waiver of any of its rights under the Agreement.
14.3 Any waiver by the Company of any breach of, or any default under, any provision of the Agreement by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Agreement.
15.1 Each of the provisions of these conditions is severable and distinct from the others. If at any time one or more of such provisions is or becomes illegal, invalid or unenforceable the legality, validity and enforceability of the remaining provisions shall not in any way be affected or impaired.
16. THIRD PARTIES
16.1 The parties to the Agreement do not intend that any term of the Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
17.1 All notices or other communications between the parties about the Agreement shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:
(a) (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Customer by the Company in writing; or
(b) (in the case of communications to the Customer) to its registered office, place of residence, or such other address as shall be notified to the Company by the Customer in writing.
17.2 Any such communication shall be deemed to have been received:
(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax or email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day
18.1 The purpose of installing any domestic fire suppression system is to control the spread of fire within a suppression controlled area. Although domestic fire suppression systems are capable of extinguishing fires, the company does not guarantee this. The system fitted will fail to activate if, for any reason, the water supply and power supply to the property is disconnected. The company does not accept liability for loss, damage, death or injury caused to property or any person within such property or any loss, damage, injury or death to any third party in the unlikely event of a properly maintained domestic suppression system failing to activate.
19.1 The end user of the premises should advise their insurer that a fire suppression system is installed and request that their buildings and contents insurance be extended to cover failure of the system for any event.
20. LAW AND JURISDICTION
20.1 The formation, existence, construction, performance, validity and all aspects of the Agreement shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.