BTU (Installation & Maintenance) Ltd
(The “Supplier”)
For Maintenance Services
1. DEFINITIONS
In these Terms & Conditions:
“Client” means the person named as the Client in the Quotation
“Contract” means the contract between the Client and the Supplier for the Services comprising the Quotation, these Terms & Conditions and the other documents specified in the Quotation;
"Contract Price" means the price payable by the Client to the Supplier for the Services, as shown in the Quotation (and as varied in accordance with the Contract);
“Equipment” means the equipment and materials referred to in the Quotation to be installed at the Site
"Quotation" means the Supplier's signed Quotation referring to these Terms & Conditions;
"Services" means the supply and installation services described in the Quotation.
“Site” means the place where the equipment is to be installed and the Services carried out.
2. CONTRACT FORMATION
Acceptance of the Supplier's Quotation by the Client constitutes the Contract for the Supplier to carry out the Services in accordance with these Terms & Conditions.
3. GENERAL OBLIGATIONS OF SUPPLIER
3.1 The Supplier shall exercise reasonable skill and care in the performance of the Services.
3.2 The Equipment shall comply with the description in the Quotation but if any Equipment to be purchased for the Contract is not available, the Supplier may select alternative equipment of a comparable quality and shall notify the Client with relevant details.
4. GENERAL OBLIGATIONS OF CLIENT
4.1 The Client shall give the Supplier access to the Site as required by the Supplier to enable the Supplier to carry out and complete the Services without interference by the Client or by other suppliers or contractors of the Client.
4.2 The Client shall also provide at his expense any facilities reasonably required by the Supplier (which may include secure storage for equipment and materials, power supply, water etc.).
4.3 The Client is solely responsible for obtaining any planning permission required for the Services and for any permits and licences needed in the course of the Services unless otherwise agreed in writing by the parties.
5. VARIATIONS
5.1 If the Client wishes to omit or vary any of the Services (or Equipment) he must inform the Supplier immediately in writing who shall, as soon as practicable, notify the Client of the estimated cost of the variation and the likely effect on the Contract period and Completion Date.
5.2 Unless the Client withdraws his request for a variation when he receives the Supplier's estimate, the Contract Price will be adjusted in accordance with the Supplier's estimate (or as otherwise agreed between the Client and the Supplier) and an appropriate extension of time for completion of the Services shall be agreed.
5.3 Any variation must be made directly to the Supplier’s offices immediately and not via a site representative.
5.4 The Supplier shall notify the Client if he encounters any difficulties which he could not have reasonably foreseen when submitting the Quotation and in those circumstances, a fair and reasonable adjustment to the Contract Price and the date for completion will be made.
5.5 The Supplier reserves the right not to comply with any requests for a variation which would increase the value of the Services by more than 25% of the original Contract Price.
6. CONTRACT PRICE & PAYMENT
6.1 The Contract Price is stated in the Quotation and it may be varied in accordance with these Conditions.
6.2 The Client shall pay the Supplier the Contract Price and each invoice becomes due on presentation of invoice.
6.3 The Supplier shall be entitled to an advance payment on account of the cost of Equipment as specified in the Quotation and the Supplier’s invoice for the advance payment shall be paid by the Client before any order for Equipment is placed by the Supplier.
6.4 If the Client disputes any part of an invoice and wishes to withhold any amount, he must notify the Supplier immediately with a statement setting out the amount(s) he proposes to withhold and the reasons.The undisputed parts of an invoice must be paid and any disputed amount will be dealt with under clause 13 (Disputes).Except as stated in this clause, the Client shall not withhold any money or set off any amount against invoices of the Supplier.
6.5 Late payment entitles the Supplier to interest at the statutory rate of interest under the Late Payment of Commercial Debts (Interest) Act 1999 from the due date until the date of actual payment.
6.6 Prices are quoted exclusive of VAT which will be added as appropriate and payable by the Client.The Supplier shall issue a valid VAT invoice or receipt for each such amount.
7 PROPERTY AND RISK
7.1 The risk of loss or damage to the Equipment at the Site, except when caused by wilful default of the Supplier, rests with the Client who should insure the risks at his expense.
7.2 Ownership in the Equipment and Services shall remain with the Supplier until payment in full of all amounts due from the Client have been received by the Supplier.
8. INSURANCE & LIABILITY
8.1 Unless otherwise stated in the Quotation, the Client shall be responsible for insurance of the Services to their full value, including all Equipment at the Site, with the Supplier named as co-insured and for insurance of any building at the Site where the Services are to be performed.
8.2 The Supplier shall take out and maintain the following insurances
8.3 Each party shall provide the other upon request during the Contract period evidence that the insurances for which it is responsible are in place.
9. DURATION, HANDOVER & DEFECTS LIABILITY
9.1 Dates are given by the Supplier in good faith but, unless specified in the Quotation, dates are not guaranteed.
9.2 Any defect must be notified promptly and in any event within 7 days of the Client becoming aware of the defect.When the Supplier accepts that the defect is the Supplier’s responsibility, the Supplier shall have the option either to repair or replace the defective Services (when this is feasible).
9.3 Defects in design or materials supplied by the Client, and defects attributable to fair wear and tear, accidental damage, or to misuse or failure by the Client to comply with any operating or maintenance manuals shall not be the responsibility of the Supplier.
9.4 Where any of the Equipment supplied by the Supplier has the benefit of a manufacturer’s warranty, the Supplier shall not be liable for any defect in the Equipment except to the extent that this is due to the Supplier’s proven negligence.
9.5 Except for his liability to remedy any defect for which he is responsible, the Supplier shall have no liability to the Client, in contract or in tort, for any other direct, indirect or consequential loss incurred by the Client, including but not limited to loss of use or loss of profit.Moreover, the aggregate liability of the Supplier under the Contract shall not exceed the Contract Price or the amount specified in the Quotation, if less.However, liability for death or injury of individuals due to the Supplier’s negligence is unlimited.
9.6 All terms, conditions and warranties implied by law, trade use or otherwise (including but not limited to any warranties as to quality or fitness for purpose) are excluded to the extent permitted by law.The Client acknowledges that the only warranties are those given expressly by the Supplier in these Terms & Conditions.
10. TERMINATION
10.1 The Client may give notice to terminate a contract if the Supplier commits a material breach and, in the case of a breach capable of remedy, fails to take steps to remedy the breach within 28 days of being requested to do so in writing.
10.2 Either party may terminate the Contract if the other party becomes insolvent or has a receiver, manager or administrative receiver or liquidator appointed.
10.3 Termination shall not affect the accrued rights and liabilities of the parties at the termination date.
11. INTELLECTUAL PROPERTY
All copyright and other intellectual property rights in designs and documents prepared by the Supplier shall remain the sole property of the Supplier.The Client shall have a licence to use them, but only for the purposes for which they were prepared.The Supplier shall have a similar licence in respect of drawings and documents issued to him by the Client.
12. FORCE MAJEURE
The Supplier shall not have any liability to the Client if prevented from performing the Contract on account of force majeure which includes, but is not limited to severe weather conditions, fire, flood, epidemic, war, terrorism, strikes or difficulty in obtaining materials or labour.In any of these circumstances, the Supplier shall promptly notify the Client and has the right to cancel or suspend the Services.
13. DISPUTES
13.1 The parties will endeavour to settle any dispute or difference amicably by direct negotiation.
13.2 If they are unable to settle the dispute, it may be referred by either party to adjudication in accordance with the HVCA (Heating & Ventilating Contractors’ Association) Adjudication Rules. The decision of the adjudicator shall be final and binding on the parties unless a notice of dissatisfaction is served by either party on the other within 28 days of the decision.
13.3 Any dispute that is not resolved by negotiation or adjudication shall be finally settled by the courts of England and Wales.
13.4 The Contract is governed by the laws of England and Wales.
14. GENERAL
14.1 Notices. Every notice shall be in writing and delivered by hand or sent by first class post to the address of the recipient.A notice sent by post shall be treated as having been received two working days after posting.A notice delivered by hand shall be treated as having been received at the time of delivery unless this is after the normal working hours of the recipient, in which case delivery shall be treated as occurring at 9.00 a.m. on the next working day.
14.2 Assignment.Neither party shall assign any of its rights or obligations under the Contract without the prior written consent of the other.
14.3 Subcontracting The Supplier shall be entitled to sublet parts or all of the Services.Subcontracting shall not relieve the Supplier of his obligations under the Contract.
14.4 Entire Agreement. The Contract is the only agreement between the parties and supersede any previous arrangements, agreements or understandings relating to the Services.
14.5 Amendment.Any amendment to the terms of the Contract shall only be effective if in writing and signed by an authorised signatory of the Client and the Supplier.
14.6 No Reliance on Warranties. The Client acknowledges that he has not relied on and shall have no remedy in respect of any statement, representation, warranty, or undertaking of any person (whether a party to this Agreement or not) other than is expressly set out in the Contract.However, nothing in this clause shall limit or exclude liability for fraud.
14.7 Severance. If any provision of the Contract becomes illegal or unenforceable, this shall not affect the legality or enforceability of any other provision of the Contract. In that situation the parties shall, where possible, use reasonable endeavours to agree an alternative provision which is legally enforceable.
14.8 Waiver. The waiver by either party of a breach by the other in the performance of its obligations under the Contract shall not constitute a waiver of any default nor shall failure to complain of any default constitute a waiver of that default by the other party.
