TERMS AND CONDITIONS
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1. GENERAL
1.1. In these terms and conditions "Goods" includes the
supply of services in accordance with the provisions hereof and "Delivery" includes
performance of services as the context may admit. "Order" means
an Order accepted by the Company (Springhill Water Services Ltd) and
includes contracts to provide services and also authorised amendments
to an Order. "Price" includes mutatis mutandis payment for
Goods and/or services according to time expended materials used or
supplied or on any other basis than fixed price.
1.2. Estimates or quotations comprise an invitation to treat only and
are valid for 30 days. The company do not accept any responsibility
or liability for any action undertaken by a third party based on a
quotation or estimate provided by Springhill. No Order will become
effective until it is accepted or confirmed on behalf of the Company.
Such accepted or confirmed Order will then comprise the Company's entire
agreement with the Buyer and merge all prior discussion quotation offers
and understandings.
inconsistent therewith which a Buyer might seek to impose, even though such other terms and conditions may be submitted in a later document and/or purport to exclude or supersede any terms or conditions inconsistent with them or may be contained in any offer acceptance or counter offer made by the Buyer.
2. AMENDMENTS TO ORDER
Save as expressly agreed in writing signed by the Company's duly authorised
representative or as provided by clause 4 hereof:
2.1. If any information supplied by or on behalf of the Buyer is insufficient,
incorrect, inaccurate or misleading or if the Buyer notifies the Company
of any change of requirements in relation to any Order after acceptance
thereof by the Company, the Company shall be entitled to amend the
Price, the terms of payment and the delivery date or delivery schedule
as in the circumstances the Company shall consider fair and reasonable.
The Company shall as soon as practicable notify the Buyer in writing
of such amendments. In particular all wasted journeys or additional
time spent on site undertaken by the Company as a consequence of such
information or notification shall be charged to the Buyer at net cost
of labour and transport.
3. DELIVERY
3.1. The Company will endeavour to make delivery at the time and in
the manner specified in the Order but any delivery date given is
an estimate only and in no circumstances shall time be or be capable
of being made of the essence of the contract. Delivery may be made
by installments if the Company so requires.
3.2. If in the Company's opinion any part of the Goods is usable by
the Buyer independently of other parts the Company shall be entitled
to deliver and to be paid for such part alone in the event of the whole
of the Goods not being immediately available.
3.3. Unless otherwise stated in the Order delivery of Goods shall be
at the Buyer’s premises or as specified in the Order.
4. AMENDMENTS TO PRICE
The Price, delivery dates or other terms relating to any Goods are
based upon the Company's assessment of materials labour and buy in
prices from manufacturers and are subject to revision in respect
of any increased cost to the Company in respect thereof PROVIDED
THAT the Company shall give notice of any such intended revision,
and the Buyer may within 2 days of receiving notice cancel the Order
if the Price or delivery time would increase by more than 20% in
which case neither party shall be liable to the other except that
the Company shall be entitled to payment for the work it has done
on a time and materials basis at its usual rates
5. LIABILITIES AND INDEMNITIES
5.1. All Goods will be carefully inspected before delivery to ensure freedom from defects and general compliance with the Order. The Company undertakes to repair or replace at its option, free of charge, any component part of the Goods which fails due to an inherent defect (workmanship, design or materials) within a period of 12 months from the date of completion of installation, provided that in the case of parts not manufactured by the Company the Company shall only be liable to the extent of guarantees given to the Company by its suppliers and subject to the compliance by the Buyer with all its obligations and undertakings in clause 5.6.6 and the other terms and conditions herein.5.2. The Company shall have the right whether before or after the date of the Order to alter the specification of the Goods or any part thereof without notice to the Buyer provided that such alteration shall not adversely affect the performance of the Goods and for the avoidance of doubt it is agreed that the sale and purchase shall not be a sale and purchase by sample.
5.3. The Buyer must examine the Goods immediately upon delivery and within 7 days thereafter notify the Company in writing of any defects. The Buyer must return any allegedly defective part or parts of the Goods to the Company or as the Company shall direct at the Buyers expense within 18 days of delivery and pay to the Company the costs of any tests carried out to such part or parts (such cost to be certified by the Company) together with costs of return thereof to the Buyer in the event that no liability attaches to the Company in respect of defects In default the Buyer will be deemed to have examined and accepted the Goods. The Seller reserves the right to investigate by phone or in writing any customer, or third party claim, whether goods have a fault in design, materials or workmanship. If as a result of these investigations we conclude that no such fault has occurred we shall not be compelled to make a site visit without first receiving an order in writing confirming that we shall be paid at our standard rates if no fault is found.
5.4. In relation to components bought in from outside manufacturers the Company will use all reasonable endeavours to allow the Buyer the benefit of such rights against the manufacturers as the Company may have.
5.4.1. Until the expiry of any warranty period granted by the Company or until the payment in full by the Buyer of all monies whichever shall be the later:
5.4.1.1. The Company's representative shall have a full and free right of access to the Goods
5.4.1.2. The Buyer shall only permit duly authorized representatives of the Company to effect replacement of parts, maintenance and repairs to the Goods.
5.4.1.3. The Buyer shall properly maintain the installation space and environment for the Goods so as to comply with the Company's specifications.
5.4.1.4. The Buyer shall use with the Goods only such operating supplies as shall comply with the Company's specifications.
5.4.1.5. The Buyer shall permit operation of the Goods only by such operators as shall be competent and conversant with the Goods and the Buyer shall not permit any addition or attachment to or movement of any item or part of the Goods or purport to assign or transfer its interest under any agreement between the Buyer and the Company.
5.4.1.6. The Buyer shall on request enter into the company's standard form of Health and Safety Undertaking.
5.5. The Buyer shall conform with all instructions and labeling prescribed by the Company in relation to the Consumer Protection Act 1987 or other health and safety legislation. Where the Company incurs any liability whether by court proceedings or by a bona fide out of court settlement as a result of a claim against the Company in respect of an alleged defect in the Goods then the Buyer shall indemnify the Company against all liability and all related works and expenses (except to the extent the Company would be liable to indemnify the Buyer in respect thereof under these terms and conditions).
5.6. Each exclusion or limitation of liability in this clause 5 or any sub clause or paragraph thereof:
5.6.1. Shall be construed as separate distinct and severable5.6.2. Shall not apply to direct claims for death or personal injury arising from the Company's negligence as defined in the Unfair Contract Terms Act 1977 but the Buyer shall have no claims to indemnity in respect of and shall fully indemnify the Company, its employees, agents and representatives against any claims by third parties (and all related costs and expenses) in respect of death or personal injury (save that the Company otherwise accepts liability thereof).
6. PATENTS ETC
The Buyer covenants with the Company that it shall forthwith notify
the Company of any allegation of infringement of any patent, registered
design trade mark, copyright or other intellectual property right
enjoyed by the Company or by the manufacturer or supplier of the
Goods or any part thereof.
7. BUYER'S DESIGNS
The Buyer warrants that any design or instruction furnished or given
by it does not infringe any patent, registered design, trade mark
or copyright or any such right or interest
8. PAYMENT
8.1. Carriage charges, VAT and all indirect taxes, duties and levies
Customs and import duties are unless otherwise shown payable in
addition to the Price.
8.2. Any sums paid by deposit, retainer or prepayment is not in any
circumstances returnable.
8.4. Payment in full shall be due to the Company upon completion of work or 30 days after the date of the Company's invoice (dependent on terms stipulated in our written quotation) and is the essence of the contract.
8.5. The time sheets maintained by the Company shall be conclusive.
8.6. If the Buyer (being a company) enters into administration, liquidation or receivership or (being an individual) becomes bankrupt or in either case makes any arrangement with his creditors or commits a material or serious breach of this agreement (and in the case of such a breach being remediable fails to remedy it within 7 days of receiving notice to do so) he will be deemed to have repudiated the contract
8.7. The Seller shall be entitled to charge interest at a rate 4% above Bank of England minimum Lending Rate or 11.75% (whichever is the greater) from time to time in force on any sums not so paid. We understand and will exercise our statutory right to interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms.
8.8. The Company reserves the right at any time at its discretion to demand security for payment before continuing with or delivering any Order.8.9. Quotations are based on visual inspection or general site survey and may be amended if anomalies not meeting generally accepted plumbing, electrical or building practice are discovered.
9. CONFIDENTIALITY
9.1. All information supplied by the Company in any form (other than
information in the public domain) is supplied in confidence and
must not be used by the Buyer for any other purpose than the Order
and must not be disclosed to any other party without the Company's
express written consent and then only on conditions equivalent
to this condition and with an express notification that the information
was provided for the Buyer only and is not intended to be relied
upon by any other part.
9.2. The Company may use its connection with the Buyer in its advertising
of its Goods and services.
10. ASSIGNMENT AND SUB CONTRACTING
The Company may assign or sub contract such part or parts of any
Order as it sees fit.
11. TITLE AND RISK IN GOODS
11.1. The title in Goods shall not pass from the Company to the Buyer
until the later of delivery and receipt by the Company of payment
in full of all sums due or owing from the Buyer to the Company
on any account. Until
title shall have passed the Goods shall be held in trust for the
Company and shall be marked as the property of the Company stored
separately and not incorporated into any larger assembly or system
or disposed of or used in any way by the Buyer. If the Buyer defaults
in the punctual payment of any sum owing to the Company then the
Company shall be entitled to the immediate return of all Goods sold
by the Company to the Buyer in which the title has not passed to
the Buyer and the Buyer hereby irrevocably authorises the Company
to recover the Goods and enter any premises of the Buyer for that
purpose.
11.2. The risk in the Goods shall pass to the Buyer on delivery to
the Buyers works. As soon as the risk passes to the Buyer he shall
keep the Goods and altered goods insured in the amount at which the
Goods and other mixed or incorporated products were sold to the Buyer
against all insurable risks. Any sums paid by such insurance prior
to the Goods being paid for in full and all other accounts being
paid to the Company by the Buyer shall be paid to the Company to
the extent of the outstanding price
12. BUYERS PROPERTY AND PREMISES
12.1. Without prejudice to the Company's rights under clause 2.1
all materials, tools, jigs, fixtures, drawings, artwork, specifications,
samples and property provided by the Buyer of whatever nature ("Buyer's
Property") shall be correct and accurate and satisfactory
in all respects and the Buyer shall indemnify and save harmless
the Company from any damage flowing from breach of the Buyer's
obligations under this condition and from any liability and expense
howsoever (including from negligence) arising from any injury or
damage to any third party caused by any Buyer's Property.
12.2. The Buyer shall fully indemnify the Company, its employees,
agents and representative against any loss damage injury or liability
howsoever (including from negligence) and any expense incurred in
connection therewith arising to any of the same or to any third party
as a result directly or indirectly of the Company carrying out any
work at the Buyer's premises or with equipment loaned by the Buyer
13. LIEN
Until the Company has received payment in full for any Goods from
the Buyer the Company shall have a general and specific lien on
all the Buyer's Property in the possession or control of the Company
for all monies due to the Company from the Buyer
14. MATTERS BEYOND THE COMPANY'S CONTROL
The Company shall not be liable for any loss, damage or expense
howsoever arising from any delay or failure of performance arising from circumstances beyond its control including but not limited to earthquake, flood, storm, act of God or of public enemies, national emergency, invasion, insurrection, riots, strikes, picketing, boycott, interruption of services rendered by any public utility or interference from any government agency or official.
15. LAW
This agreement shall in all respects be governed by and construed
in accordance with the laws of England. The Buyer submits to the
jurisdiction of the English courts.