Hume Electrical Services (Whitby) Limited Terms and Conditions

1.
Definitions
1.1
“Agreement” shall mean these agreed Terms and Conditions for the provision of Services.
1.2
“Arbitrator” shall mean the person or body appointed to settle a dispute between the Company and their Customer.
1.3
“Company” shall mean Hume Electrical Services (Whitby) Limited.
1.4
“Customer” shall mean the person or organisation that orders the Services from the Company.
1.5
“Customer’s Equipment” shall mean the equipment or material belonging to the Customer that the Customer requires Services in respect of.
1.6
“Order” shall mean the formal acceptance of the Estimate or Quotation and/or Additional Cost Form by the Customer.
1.7
“Products” shall mean all Products supplied by the Company in the course of this Agreement.
1.8
“Estimate” or “Quotation” shall mean the written statement of the Services that the Company offers to the Customer.
1.9
“Terms and Conditions” shall mean this agreed written contract between the Company and the Customer.
1.10
“Works” shall mean the work carried out as part of this Agreement and the physical location of the work being carried out.
2.
Introduction
“Works” shall mean the work carried out as part of this Agreement and the physical location of the work being carried out.
3.
Quotation or Estimate
3.1
The Quotation or Estimate provided by the Company will remain available for acceptance for a period of 28 days from the date of provision to the Customer.
3.2
The Quotation or Estimate must be accepted by the Customer in its entirety and without modification.
3.3
Acknowledgment and acceptance of the Quotation or Estimate is made by the Customer placing an Order within the period specified in paragraph 3.1 above, at which time the Customer will be bound by these Terms and Conditions. Such Contract is hereinafter referred to in these Terms and Conditions as “an Order”.
3.4
An Order is only accepted once the Company confirms acceptance to the Customer in writing.
3.5
The Company reserves the right to refuse any Order.
3.6
Where a written Estimate or Quotation has been supplied to the Customer the total charge to the Customer referred to in the Estimate or Quotation may be revised in the following circumstances:
3.6.i
if after submission of the Estimate or Quotation the Customer instructs the Company to carry out additional works not referred to in the Estimate or Quotation. Any such additional works will be described and set out by the Company in writing and such additional works will form part of the Order.
3.6.ii
if after submission of the Estimate or Quotation there is an increase in the price of materials.
3.6.iii
if after submission of the Estimate or Quotation it is discovered that further works need to be carried out which were not anticipated when the Estimate or Quotation was prepared.
3.6.iv
if after submission of the Estimate or Quotation it is discovered that there was a manifest error when the Estimate or Quotation was prepared.
3.7
Acknowledgment and acceptance of any further works by the Customer referred to at paragraph 3.6(i) is made by the Customer signing the Company’s Additional Cost Form.
3.8
The Company shall not be bound by estimates given orally.
4.
Products and Services Specification
4.1
The Products and Services provided by the Company to the Customer are those detailed in the Estimate or Quotation, and/or Additional Cost Form.
4.2
An Estimate or Quotation is provided on the assumption that the work requested is reasonably capable of being carried out. If on inspection this is found in the Company’s opinion to not be the case, the Company will advise the Customer to this effect as soon as reasonably practicable, and may provide the Customer with an alternative Estimate, Quotation, or Additional Cost Form for the Customer’s agreement.
4.3
If the Customer wishes to vary any of the Products and Services to be provided, the written consent of the Company must be obtained. The Company must be informed in writing within 7 days of acceptance of the Estimate or Quotation of any changes, alterations, reductions or cancellations.
4.4
The Company reserves the right to make additional charges for any agreed variation to the Order and the Customer will pay all resulting costs and expenses incurred by the Company incurred as a result of the agreed variation.
4.5
Any descriptions, promotional material, drawings or sketches provided by the Company or third parties are for illustrative purposes only and to provide an outline of what will be provided, unless agreed in writing between the parties.
4.6
The Customer shall be responsible for the accuracy of any designs, specifications and other data provided to the Company which the Company uses in connection with the Services, even if the Company only examines, inspects or comments upon them. The Customer will indemnify the Company in respect of any liability to a third party which may result from carrying out the Services in accordance with the Customers instructions, designs, drawings, specifications or other data.
4.7
If delivery and performance are postponed at the Customer’s request or by circumstances within the Customer’s control, the Customer will pay all resulting costs and expenses incurred by the Company.
4.8
The Company will deliver the Products and Services in accordance with these Terms and Conditions and the Company reserves the right to vary the time and date of any delivery and shall inform the Customer of any variation.
4.9
The start date for delivery of the Products and Services in an estimate only and is not guaranteed by the Company. The start date shall not be of the essence in this Agreement.
4.10
The Company shall not be liable for any costs, damages or losses caused directly or indirectly by any delay in delivering the Products and Services to the Customer.
5.
Work on site
If the Services are to be carried out on the Customer’s premises or at the Customer’s request at some other site, the Company will need free and safe access to such site, and to the Customer’s equipment, together with proper and safe storage, protection of all goods, tools, plant and equipment and materials that the Company has on site for the duration of the Works. The Customer will observe and comply with any relevant Health and Safety legislation and will further ensure that the site is safe and without risk for the Health and Safety of all persons working there and the Customer will indemnify the Company in respect of all legal action, costs and charges in respect of the Customer’s failure to do so.
6.
Payment
6.1
The price for the Products and Services provided is inclusive of Value Added Tax (“VAT”) and other such charges that may apply.
6.2
If the rate of VAT increases between the date of the Order and the date of delivery and/or completion the Company will add the necessary additional amount of VAT to the price of the Products and Services.
6.3
If the price of the Products and Services increases for any other reason between the date of the Order and the date of completion the Company will notify the Customer of this.
6.4
Unless otherwise agreed, the Company will issue an invoice for the full amount due on completion of the Products or Services or alternatively on the completion of each fix. The Estimate or Quotation or Additional Costs Form will specify if the works are to be carried out in fixes and further specify a breakdown of prices in respect of each fix. Invoices will be due for payment 30 days from the date on which the Company dispatches the invoice to the Customer and all payments will be in Pound Sterling.
6.5
The Company reserves the right to claim statutory interest at 8% above the Bank of England Base Rate in force at the date the debt becomes overdue and at any subsequent Rate where the Bank Rate changes and the debt remains unpaid in accordance with the Late Payment of Commercial Debts (interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.
6.6
The Company will claim all additional costs including but not limited to legal costs incurred in obtaining due payment from the Customer where the Customer is late in paying the Company.
6.7
The Customer shall accept sole liability to discharge the Company’s account. The Company may require the Customer to enter into a personal guarantee agreement with a guarantor to guarantee the Customer’s obligations in respect of payment of due invoices.
6.8
If the Customer cancels their Order prior to any Works being carried out or materials supplied, he/she shall be liable for the costs associated with any related materials supplied where cancellation is made less than 7 days prior to any Works being carried out.
7.
Title
7.1
Title to the products comprised in the Order shall not pass to the Customer until the Customer has paid the full price. The Company reserves the right to sue for the price once payment becomes due notwithstanding that title may have passed.
7.2
Until such time as title has passed to the Customer:
7.2.i
the Company shall have absolute authority to repossess, sell or otherwise deal with or dispose of all, any or part of such goods in which title remains vested in the Company.
7.2.ii
for the purposes specified in (i) above, the Company or its agents or authorised representatives shall be entitled at any time and without notice to enter in to any premises in which goods or any part thereof are installed, stored or kept, or is reasonably believed so to be.
7.2.iii
the Company shall be entitled to seek a Court Injunction to prevent the Customer from selling, transferring or otherwise disposing of such goods.
8.
Risk
Notwithstanding the foregoing, risk in such goods shall pass on delivery of the same to the Customer and until such time as title in such goods has passed to the Customer, the Customer shall insure such goods to their replacement value and the Customer shall forthwith, upon request, provide the Company with a certificate or other evidence of such insurance.
9.
Inspection
The Customer shall inspect all products on delivery and notify the Company in writing within 7 days of any damage or defects.
10.
Warranty
10.1
The Company will take reasonable care of the Customer’s Equipment whilst it is the Company’s custody and make good any loss or damage caused by the Company’s failure to exercise reasonable care, such liability being limited to the replacement value of the Customer’s equipment.
10.2
The Company undertakes and use reasonable skill and care in carrying out the Works and to use materials which are of suitable quality and free from defects.
10.3
The Company, unless otherwise agreed in writing, will rectify the defective Works and/or defective materials notified by the Customer within 12 months of the completion of the Works. Liability for such defective Work and/or defecting materials is limited to the invoice value thereof. The Company will have no responsibility for other loss or damage including (without limitation) loss of profit or production, except as required by the Law.
10.4
If the Customer is not wholly satisfied with the Works carried out by the Company, the Customer shall afford the Company the opportunity of both inspecting such Works and carrying out any necessary remedial Works if appropriate. The Customer accepts that if he fails to notify the Company as aforesaid the Company shall not be liable in respect of any defects in the Works carried out.
10.5
Unless the Company has agreed to do so, the Customer accepts full responsibility for reinstalling, examining and testing the equipment upon which the Company has worked as soon as it is completed and the Company shall not be responsible for any damage, costs or loss incurred by the Customer due to the Customer’s failure to properly reinstall or delay in testing the equipment or in notifying the Company of any defect in the work.
11.
Transportation
11.1
If the Company have agreed to transport equipment or goods, in the event of loss or damage to such equipment or goods in transit from any cause whatsoever, the Company’s liability shall be limited at its option to replacing the equipment or goods or passing on the benefit of insurance. In no circumstances will the Company be liable for other losses including (without limitation) loss of production or loss of profits or contracts.
11.2
The Company shall not be liable for any transit damage unless the Company and the carriers are notified of such damage or loss within 7 days of delivery. It is a Customer’s responsibility to examine any equipment and goods supplied.
12.
Limitation of Liability
12.1
The Company’s maximum liability due for direct loss or damage, either under this agreement or arising from any act or omission, including negligence, will not exceed the total amount paid by the Customer under this Agreement, or such higher sum as a Court may specify as reasonable up to a limit of £25,000.00.
12.2
The Company will not be liable to the Customer under any circumstance for any indirect or consequential losses including for example loss of contracts or loss of profits or production. The Company shall not be liable for any delay or for the consequences of any delay in performing any of its obligations if such delay is due to any cause whatsoever beyond the Company’s reasonable control and the Company shall be entitled to a reasonable extension of the time for performing such obligations.
12.3
The Company shall only be liable to rectifying works completed by the Company and shall not be held responsible for ensuing damages or claims resulting from this or other work overlooked or subsequently requested and not undertaken at that time.
13.
Force Majeure
The Company will not be liable to the Customer for any failure to perform its obligations under this agreement where that failure results from any cause outside its reasonable control, including but not limited to natural occurrences, disruption of power suppliers, the action of third parties or industrial action.
14.
Disputes
Any disputes which cannot be settled amicably between the Company and the Customer that relate to the nature or quality or the services provided will be referred to an expert to be agreed or, in the event of agreement not being reached, appointed at the request of the Company or the Customer by the president for the time being of the Institute of Electrical Engineers or its successor body. The written report of the expert will as between the Company and the Customer be conclusive evidence of all matters of fact and all matters of opinion set in the report and the charges of the expert shall be borne and paid jointly or as the expert may direct.
15.
Assignment and/or Third Parties
The Customer will not assign his/her rights under this Agreement without the Company’s express written approval. The Company may sub-contract the provision of certain other services at its discretion. No third party shall acquire any rights under this contract except as specifically stated in writing.
16.
Notices
Any notice to be given by the Company or the Customer must be in writing and may be delivered by post or electronic mail. Notices to the Company should be sent to the Company at its address as stated on its Estimate, Quotation, Additional Cost Form or other letterhead. Any notice given by the Company to the Customer will be sent to the address supplied at the time of Order. The Customer is free to provide an alternative address for notices at any time. Notices sent by first class post will be assumed to have been delivered 2 working days after they are sent. Notices sent by email will be assumed to have been delivered if sent on a working day before 4.30pm, on that same working day or if sent after 4.30pm on a working day on the next available working day.
17.
Waiver
Any failure by the Customer to perform its obligations under this Agreement will not prevent the subsequent enforcement of those obligations. The waiver given by the Company will not be taken to be a waiver of any subsequent failure by the Customer to perform any obligation under this agreement.
18.
Severance
If any provision of this Agreement is or becomes invalid, illegal or unenforceable, is shall not affect the validity and enforceability of the rest of this Agreement.
19.
Law
This agreement is governed by English law.