T&C
1. GENERAL
These conditions shall be incorporated into all contracts between Air Conditioning World (“the company”) and any person, firm or other organisation (“the customer”) for the supply to the customer of goods and/or services, Reference to “goods” in these conditions means the products manufactured or dealt in by the company and the “services” means the services carried out by the company and which are the goods and/or services which are the subject of the contract. Reference to “the contract” means the contract made between the parties for the supply of the goods and/or services and which shall be governed by these conditions and which includes any terms and conditions and related documents or information set out in, or otherwise identified in, the quotation upon which the contract is based or in any company order acknowledgement. These conditions supersede any earlier conditions appearing in the company’s literature or elsewhere. The placing of any order by the customer shall be deemed to be an acceptance of these conditions. Any terms and conditions stipulated, incorporated or referred to by the customer whether in its order or in any negotiations or otherwise, are hereby excluded and in any event these conditions shall prevail over the customer’s terms and conditions.
2. FORMATION OF CONTRACT
Any quotation submitted by the company does not constitute an offer capable of binding the company and no contract shall come into effect until the company has received satisfactory credit references for the contract and the company has issued its formal acknowledgment of the customer’s order or other agreement to the company’s quotation/s.
3. MANUFACTURERS’ CATALOUGES ETC
Particulars of dimensions, capacities, performance ratings, specifications, drawings and other data included in manufacturers’ catalogues, price lists or other documents supplied by the company constitute only an approximate guide and shall not be binding upon company.
4. VARIATIONS
The company shall not be bound by any variations, waiver or additions to the contract unless such are agreed by both the company in writing.
5. DELIVERY
The company will deliver or arrange delivery of the goods to the customer or to the customer’s agent at the place specified in the contract for deliveries or, if no place has been specified, at such place as may be agreed between the company and the customer in writing. The company shall use its reasonable endeavours to deliver or arrange delivery of the goods on the dates specified by the customer or within a reasonable time thereof provided always that the time of the deliver shall not be of the essence of the contract and the customer will be obliged to accept deliveries of goods by installments. The company shall not be liable for any loss or damage whatsoever arising directly or indirectly from any failure to effect delivery within such period.
6. WORK ON SITE
(a) In cases where the provision of services includes work by the company the customer shall provide adequate access to the relevant premises or site to ensure at all times that the working environment is conducive to the health and safety of the company, its employees, agents and sub-contractors. The customer shall indemnify the company against all costs, claims, liabilities and expenses incurred by the company arising from or in connection with any personal injury to or death of any of its employees, agents or subcontractors which is occasioned directly or indirectly by any act or omission (whether negligent or not) on the part of the customer, its agents or employees.
(b) The company shall have the right to refuse to perform any services which would bring the company’s employees, agents or sub-contractors into contact with any hazardous substance where the company was not informed of such hazardous substance by the customer’s premises or other site prior to the giving by the company of any quotation for the supply of the goods and/or services.
7. PAYMENT
(a) The price of the goods and/or services shall be as set out in the contract. All prices are exclusive of VAT and all other taxes and duties, which will be added to the contract price at the rate in force at the date of any invoice submitted by the company.
(b) Payments shall become due to the company on the date as stated on the company’s invoice.
(c) The company may require payments to be made by instalments on the basis of a percentage of the total contract price r as otherwise agreed in writing with the customer.
(d) The final date for the payment of each invoice by the customer shall be 30 days after the payment becomes due unless otherwise stated.
(e) A written notice from the customer to the company;
(i) Shall be given within 5 days of the delivery of a company invoice specifying the amount that the customer proposes to pay and the basis of calculation of that amount; and
(ii) Shall be given by the customer no later than 5 days before the final date for payment of a company invoice if the customer disagrees with any part of that invoice or intends to withhold payment of any part of that invoice. The notice shall specify the amount of that invoice which to be withheld and the ground or grounds for withholding payment and the amount attributable to each ground. If no such notice is given then the customer shall be due to pay the amount stated in the invoice. In any event the customer shall not delay payment of part of an invoice which is not the subject of a withholding notice.
(f) The customer reserves the right to charge interest which shall accrue at the rate of 5 per cent over the base rate for the time being of the company’s bank on a daily basis on all amounts due but unpaid by the final date for payment. This right shall be exercisable without prejudice to any other rights that the company may have in connection with late payment.
(g) In the event of the customer being in default of payment of any amount due to the company under the contract then on giving the customer 7 days’ notice in writing specifying the grounds for so doing, the company may suspend performance of all of its obligations under the contract. The company shall resume its obligations under the contract within a reasonable time after receipt of any outstanding payment. Any period of suspension arising under this clause shall be disregarded in computing any agreed date for completion of the works and/or service and the company shall not otherwise be liable to the customer in regard to each suspension.
8. PASSING OF PROPERTY
(a) Until the company has been paid in full for the goods comprised in the contract or in any other contract between the customer and the company, the customer holds the good in a fiduciary capacity as bailee of the company and:
(i) title to the goods shall remain with the company and the customer shall store the goods in such a manner that they are clearly identifiable as the property of the company; and
(ii) the company reserves the right to dispose of the goods and may retake possession thereof at any time for that purpose and may be its servants or agents enter upon any land or premises owned or occupied by the customer or any subsequent purchaser of the goods from the customer; and
(iii) if the customer incorporates or allows the incorporation of the goods into other goods or products in any way, legal and beneficial title to those other goods, both during the process of incorporation and thereafter shall vest forthwith in the company, and the customer shall hold them in a fiduciary capacity as bailee for the company, if the company so requires the customer shall observe the conditions regarding storage in sub clause (i) hereof as if such other good were the goods originally supplied; and
(iv) without prejudice to the above sub clauses the customer shall have the power to sell the goods in the normal course of its business, provided that the customer shall notify that title to the goods remains with the company until the customer has made payment in full to the company for the good and provided further that any monies so received by the customer form any subsequent purchaser are held separately on behalf of the company, to whom the customer has a fiduciary duty to account for such monies to the extent of its indebtedness. Notwithstanding the foregoing the risk in the goods passes to the customer upon the terms of clause 9 below.
(b) On receipt of notice from the company or on the happening of any of the events set out under (c) below, all good the property of the company shall be immediately delivered to it and the company acting by its servants or agents shall have the right without notice during normal business hours to enter upon the land or buildings of the customer or any subsequent purchaser of the customer to take possession of the goods.
(c) The events hereinbefore referred to are;
(i) Any notice to the customer that a receiver or manager of all or any part of the customer’s assets is to be or has been appointed.
(ii) Any notice to the customer that a petition to wind up the customer is to be or has been presented or any notice as a resolution to wind up the customer (save for the purposes of reconstruction or amalgamation) has been given or such a resolution has been passed.
(iii) A decision by the customer that the customer intends to make an arrangement with its creditors.
(iv) The customer is unable to pay its debts as defined in section 123 of the insolvency act 1986.
(v) The customer ceases to or threatens to cease to carry on its business.
9. RISK
The goods shall be at the Customer’s risk from the time that they are delivered to the customer in accordance with the contract. The customer shall insure the goods for the full purchase price against loss or damage arising from any cause whatsoever. If requested by the company the customer shall execute an assignment in favor of the company of all rights of the customer to claim against the insurers in respect of the goods covered by such insurance and shall join the company in notifying such insurers of the company’s interest in any policy affected hereunder. Such insurance (with insurers to be approved by the customer) shall be effected by the customer to cover the period from the time when the risk in the goods passes to the customer as provided above to the time when the property in the goods passes to the customer and the company’s interest as a vendor of the goods shall be notified by the customer to the insurers.
10. CLAIMS IN TRANSIT
(a) The company will not accept any responsibility whatsoever for loss, damage, discrepancy or shortfall to the goods in transit if carried by a carrier nominated or requested by the customer or by a carrier who is the servant or agent of the customer. Claims shall be made immediately by the customer to the carrier.
(b) Save as provided above, the company will repair, or at its option, replace free of charge, any part of the goods lost or damaged in transit provided that the company and the carrier are given notice of such loss or damage within the time required by the carrier’s conditions of carriage or, where deliveries are made by the company’s own transport, within three days of the receipt of the goods or of the day upon which the goods should have arrived had they not been lost and provided that any damaged goods or part thereof are returned carriage paid by the customer to the company’s works.
11. ACCEPTANCE PROCEDURE
(a) The goods shall be deemed to have been accepted by the customer on delivery unless the customer shall notify the company in writing of non acceptance of the goods within three days of delivery.
(b) Where the contract is for the sale and installation of a complete system incorporating the goods the company shall unless otherwise agreed be responsible for the installation, testing and commissioning the system.
(c) Completion of installation, testing and commissioning and acceptance of the system by the customer (which the customer shall not be entitled unreasonably to refuse) shall be evidenced by the signature of a certificate of hand over by an authorised representative of the company and by the customer or its representative.
12. FORCE MAJEURE
The company shall not be liable in any manner whatsoever for any breach of contract or delay in performance of its obligations insofar as such breach or delay arises by reason of circumstances beyond its reasonable control including, without limitation, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to the company’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 60 days, the customer shall be entitled to give notice in writing to the company to terminate the contract.
13. TERMINATION
If the customer fails to comply with any of the terms of the contract whether a condition or warranty express or implied or if any of the events set out in paragraph (c) of condition 8 occur, the company may cancel the contract forthwith by notice in writing. In that event the company will be discharged from further performance of the contract and the customer shall forthwith upon demand pay to the company all costs and expenses and overheads incurred in connection with the contract together with any loss or profit and all sums due to the company hereunder.
14. WARRANTIES AND LIABILITY
This condition 14 does not apply to sales to a person who deals as a consumer as defined by section 2 of the unfair terns in consumer contracts regulations 1994. Neither part shall not exclude or restrict its liability for death or personal injury resulting from its negligence nor is insofar as either party prevented or restricted by law from excluding or limiting its liability.
