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Standard Terms and Conditions for Supply of Goods and Services

1.         Definitions

In this document the following words shall have the following meanings:

1.1    "Consumer" shall have the meaning ascribed in section 12 of the Unfair Contract Terms Act 1977;

1.2    "Client" means any person(s) who purchases Goods and Services from the Supplier;

1.3    "Goods" means the articles specified in any Proposal;

1.4    "Proposal" means any statement of work, estimate, quotation, change order form or other similar document describing the Goods and Services to be provided by the Supplier from time to time;

1.5    "Services" means the services specified in any Proposal;

1.6    "Supplier" means ADR Services (Midlands) Ltd of 195 Chesterfield Road, Matlock, Derbyshire DE4 3GA; and

1.7    "Terms and Conditions" means the terms and conditions of supply set out in this document and any special terms and conditions agreed in writing by the Supplier.

2.         General

2.1    These Terms and Conditions shall apply to all contracts for the supply of Goods and Services by the Supplier to the Client and theyshall prevail over any other documentation or communication from the Client. They will be supplied to the Client at the outset and the Client will be deemed to be bound by them whether or not they have been read.

2.2    Any variation to these Terms and Conditions shall be inapplicable unless agreed in writing by the Supplier.

2.3    Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Supplier may be entitled in relation to the Goods and Services, by virtue of any statute, law or regulation.

2.4    Nothing in these Terms and Conditions shall affect the Client's statutory rights as a Consumer, if applicable.

3          The Order

3.1    Any Proposal sent by the Supplier to the Client shall remain valid for a period of 30 calendar days from the date of the Proposal.

3.2    The Client shall be deemed to have accepted the Proposal by placing an order with the Supplier ("the Order") within the period specified in Clause 3.1.

3.3    All Orders for Goods and Services shall be deemed to be acceptance of the Proposal pursuant to these Terms and Conditions.

4.         Price and Payment

4.1    The price for the Goods and Services is as specified in the Proposal and is inclusive of VAT and any applicable charges outlined in the Proposal. If any work is done or is agreed to be done which is additional to that set out in the Proposal, then unless a separate or additional quotation or estimate has been provided, such additional work will be charged at the Supplier’s basic hourly rate of £24 inclusive of vat.

4.2    Payment for Services shall be made within 7 calendar days.  Payment for the price of Goods shall be made on the date of delivery.  Payment must be made by cash, bank transfer or by cheque backed by a bank card.

4.3    Where the value of the Goods or Services to be supplied exceeds £5,000, the Client may be asked to provide a deposit of 10% which will be required before work begins.

4.4    If the Client fails to make any payment within 30 calendar days of it becoming due, the Supplier shall be entitled to charge interest. Under the Late Payment of Commercial Debts (Interest) Act the rate of interest prescribed is 8% above bank base rate in force at the time. In addition a variable financial penalty and administration charges can be claimed under the Act for late payment. The Supplier’s administration charge is £25 plus vat.

4.5    If the Client fails to pay an invoice after 60 days, Court proceedings may be issued for recovery of all sums due.

5.         Delivery

5.1    The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods.

5.2    All risk in the Goods shall pass to the Client upon delivery.

6.         Title

6.1    Title in the Goods shall not pass to the Client until the Supplier has been paid in full for the Goods.  Until Title to the Goods passes the Supplier shall have authority to retake, sell or otherwise deal with and/or dispose of all or any part of the Goods but the Client will remain liable for any shortfall due on the original invoice.

7.         Client's Obligations

To enable the Supplier to perform its obligations the Client shall:

7.1    Co-operate with the Supplier;

7.2    Provide the Supplier with any information reasonably required by the Supplier;

7.3    Ensure that premises where work is to be carried out shall be safely accessible and free of unnecessary obstructions or hazardous materials and that this remains the case throughout the time the Supplier is at the premises;

7.4    Save for Building Regulation consents which the Supplier agrees to obtain where necessary, the Client shall obtain all necessary permissions, licenses and consents which may be required before the commencement of the services, the cost of which shall be the sole responsibility of the Client; and

7.5    Comply with such other requirements as may be set out in the Proposal or otherwise agreed between the parties.

8.         Supplier’s Obligations

8.1    The Supplier warrants that the Goods will at the time of delivery correspond to the description given by the Supplier.

8.2    The Supplier shall perform the Services with reasonable skill and care and to a reasonable standard.

8.3    The Supplier accepts all responsibility for the condition of tools and equipment used in the performance of the Services and shall ensure that any materials supplied shall be free of defects. The Supplier will not normally agree to fit parts supplied by the Client and if he does so, no warranty or guarantee is given in respect of any such part.

8.4    In addition to the Client's statutory rights, the Supplier guarantees all goods against faulty workmanship and materials for a period of 12 months from the date of delivery unless caused by negligence, wilful misuse or acts of vandalism by the Client or his visitors.

9.         Cancellations and Refunds

9.1    Where the Goods are faulty or do not comply with the contract, the Client must notify the
Supplier within 7 days of delivery and the Client shall be entitled to replacement Goods or a full refund.

9.2    The Client may cancel an Order by notifying the Supplier in writing at the address above within 7 days of placing an Order and at least 3 days prior to delivery of Goods and/or supply of Services are scheduled to take place, and any deposit paid will be refunded in full.

9.3    If the Client fails to cancel the order within the time specified in Clause 9.2 any deposit paid will not be returnable.

10.       Limitation of Liability

10.1 Nothing in these Terms and Conditions shall exclude or limit the liability of the Supplier for death or personal injury. However the Supplier shall not be liable for any direct loss or damage suffered by the Client howsoever caused, as a result of any negligence, breach of contract or otherwise for an amount in excess of the price for the Goods and Services.  The Supplier will not be liable under any heading for claims arising from work done or materials supplied after four years from completion of a contract.

10.2 The Supplier shall not be liable under any circumstances to the Client or any third party for any indirect or consequential loss of profit, consequential or other economic loss suffered by the Client howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise.

10.3 For the avoidance of doubt, time shall not be of the essence and the Supplier shall incur no liability to the Client in respect of any failure to complete the Services by any agreed completion date.

11.       Force Majeure

11.1  Neither the Client nor the Supplier shall be liable for any delay or failure to perform any of their obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, terrorism, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.

 

12.       Severance

12.1  If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

13.       Governing Law and Jurisdiction

13.1  These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

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