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Terms and Conditions

STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES

1          DEFINITIONS

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

"Agreement" means these Terms and Conditions together with the terms of any applicable Specification for the supply of goods and/or services;

"Customer" means the person, firm, company or other organisation who purchases goods and/or services from the Supplier; 

"Intellectual Property Rights" means all patents, rights to inventions, registered and unregistered designs, copyright and related rights, trademarks, service marks, trade and business names, database rights, know-how and all other forms of intellectual property whether registered or unregistered in any part of the world;

“Order” means the Customer's order for the supply of goods and/or services as set out in the Customer's written acceptance of the Specification;

"Specification" means a statement of work, quotation or other similar document describing the goods and/or services to be provided to the Customer by the Supplier; and

"Supplier" means Atomic Electrical Services Limited, registered in England and Wales under number 07618463.

2          BASIS OF CONTRACT

2.1        These Terms and Conditions apply to all Orders and contracts for the supply of goods and/or services by the Supplier to the Customer.

2.2        Before commencement of the services, the Supplier shall submit to the Customer the Specification which will detail the goods and/or services to be supplied together with the estimated price payable by the Customer. The Customer agrees to notify the Supplier immediately if the Customer does not agree with the contents of the Specification. All Specifications shall be subject to, and incorporate, these Terms and Conditions.

2.3        The Order is an offer by the Customer to enter into a binding contract with the Supplier, which the Supplier shall be free to accept or decline at its absolute discretion.  These Terms and Conditions shall become binding on the parties when:

2.3.1     the Supplier issues the Customer with written acceptance of an Order; or

2.3.2     the Supplier notifies the Customer in writing that it is able to provide the goods and/or services,

whichever is the earlier, at which point a contract shall come into existence between the parties.

2.4        The Specification is given on the basis that a binding contract shall only come into existence in accordance with Clause 2.3. The Specification shall be valid for a period of 14 business days from its date of issue, unless the Supplier notifies the Customer in writing that it has withdrawn it during this period.

2.5        This Agreement constitutes the entire agreement between the parties and supersedes any previous agreements, arrangements, undertakings or proposals, whether oral or written and the Customer acknowledges that, in entering into this Agreement, it does not rely on any statement, representation or warranty of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. Unless expressly provided elsewhere in this Agreement, this Agreement may only be varied by a written document signed by both parties.

2.6        These Terms and Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3          PAYMENT TERMS

3.1        The prices estimated or quoted by the Supplier for the supply of goods and/or services shall be as set out in the Specification. The Supplier shall invoice the Customer for the deposit (if applicable), any agreed interim payments and on completion.  Payment terms are within 14 days of the date of the invoice and all invoices shall be payable by the Customer in accordance with the terms set out therein.  The Supplier does not accept cheques unless otherwise agreed in writing by the Supplier.

3.2        Any quotation or price set out in the Specification which is in excess of £2,000 will require a 35% deposit (or such other amount as is notified to the Customer in writing by the Supplier) payable in accordance with Clause 3.1 before commencement of the provision of the goods and/or services.

3.3        The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due until the date of payment in full at a rate of 4% per annum above the base rate of the Barclays.  This Clause 3.3 applies where the Customer is not operating in the course of business.

3.4        Where the Customer engages the Supplier in the course of business, rather than claiming interest on late payments under Clause 3.3 above, the Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1990 and the Customer shall pay the interest immediately on demand.

4          DELIVERY, RISK AND TITLE

4.1        The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of this Agreement 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.

4.2        All risk in the goods shall pass to the Customer upon delivery.

4.3        Title in any goods shall not pass to the Customer until the Supplier has been paid in full for:

4.3.1     the relevant goods; and

4.3.2     any other goods that the Supplier has supplied to the Customer.

5          CUSTOMER`S OBLIGATIONS

5.1        The Customer shall:

5.1.1     ensure that the terms of the Specification are complete and accurate;

5.1.2     co-operate with the Supplier in all matters relating to the provisions of goods and/or services;

5.1.2     provide the Supplier with such information and materials as the Supplier may reasonably require and ensure that such information is accurate in all material respects;

5.1.3     provide clear access to the Customer’s premises, accommodation and other facilities as reasonably required by the Supplier to enable the Supplier to undertake the provision of the services;

5.1.4     obtain all necessary permissions, authorisations and consents which may be required before the commencement of the services; and

5.1.5     comply with such other requirements as may be set out in the Specification or as otherwise agreed between the parties.

5.2        The Customer shall be liable to reimburse the Supplier in full for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with its obligations under Clause 5.1.

5.3        Without prejudice to any other rights or remedies that the Supplier may have, in the event that the Customer unlawfully terminates or cancels any or all of the goods and/or services agreed to in the Specification, the Customer shall reimburse the Supplier, as agreed damages and not as a penalty, all costs, losses and expenses arising out of such termination or cancellation. Such losses shall include the cost of work in progress, labour costs, the cost of any materials or components obtained or purchased by the Supplier (and which will not be used in the provision of the goods and/or services to the Customer and/or which the Supplier will be unable to use in the future) including any third party costs to which the Supplier has incurred or committed to incur.  The Customer hereby acknowledges and agrees that such damages constitute a genuine pre-estimate of the Supplier’s losses in such circumstances. For the avoidance of doubt:

5.3.1     the Customer’s failure to comply with any obligations under Clause 5.1 shall be deemed to be a cancellation of the goods and/or services and subject to the payment of the damages set out in this Clause 5.3; and

5.3.2     if the Customer terminates this Agreement without cause pursuant to Clause 12.3, it shall be required to pay the Supplier the damages set out in this Clause 5.3.

5.4        In the event that the Supplier’s performance of any of its obligations under this Agreement is prevented or delayed by any act or omission by the Customer or any third party, not being a sub-contractor of the Supplier, or a failure by the Customer to perform any relevant obligation (including, for the avoidance of doubt, an obligation under Clause 5.1) (a “Customer Default”):

5.4.1     the Supplier shall have no liability whatsoever in respect of any costs or losses sustained by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations under this Agreement;

5.4.2     the Supplier shall, without limiting its rights or remedies, be entitled to: (i) suspend performance of the services until the Customer remedies the Customer Default; and (ii) rely on the Customer Default to relieve it from performance of any of its obligations to the extent that such Customer Default prevents or delays the Supplier’s performance of its obligations;

5.4.3     if applicable, the timetable for the project will be modified accordingly by the Supplier and notified to the Customer; and

5.4.4     the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

6          SPECIFICATION OF THE GOODS AND/OR SERVICES

6.1        All goods will conform in all material respects to the Specification.

6.2        The parties may from time to time mutually agree to alter the terms of a Specification (including the price payable) or, where applicable, agree a new Specification.  In the event that the Customer wishes to amend the Specification, it shall notify the Supplier in writing who shall, within five (5) business days or such other period as may be agreed between the parties, notify the Customer in writing of the effect of such amendment (if any) on the price and any other terms of the Specification or this Agreement.

6.3        In the event that the Supplier wishes to amend the Specification, it shall notify the Customer in writing of the effect of such amendment (if any) on the price and any other terms of the Specification or this Agreement.

6.4        Where the Supplier has given notice to the Customer of the effect of any amendment to the Specification under clauses 6.2 or 6.3, the Customer shall confirm in writing to the Supplier whether it accepts the amended price and/or other applicable terms within five (5) business days of receipt of the Supplier’s notice or such other period as may be agreed between the parties. If the Customer confirms in writing that it accepts the relevant amendments to the Specification then the Specification shall be amended accordingly and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.

6.5        For the avoidance of doubt, any additional works relating to the repair of goods and/or services supplied by the Supplier and which are not included in the Specification will be notified to the Customer and priced accordingly prior to repair.

7          WARRANTY

7.1        The Supplier warrants that, from the time of delivery, all goods and their component parts, where applicable, are free from material defects in design, material and workmanship.

7.2        The Supplier warrants that it shall perform the services under this Agreement using reasonable skill and care in accordance with generally accepted industry standards and practices.

7.3        The Suppler shall use reasonable endeavours to complete the services within the estimated time frames specified in the Specification but any such time frames shall be estimates only and time shall not be of the essence for the performance of the Supplier’s obligations under this Agreement.

7.4        Except as expressly stated in this Agreement, all warranties, conditions and other terms, whether express or implied, by operation of law or otherwise, are, to the fullest extent permitted by law, hereby excluded in relation to the goods and/or services to be provided by the Supplier.

9          LIMITATION OF LIABILITY AND INDEMNITY

9.1        Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of all losses arising under or in connection with this Agreement whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the price paid by the Customer to which the claim relates.

9.2        In no event shall the Supplier be liable to the Customer for any loss of business or opportunity or loss of profits or for any other indirect or consequential loss or damage arising under or in connection with this Agreement, whether or not it had been informed of or was aware that there was a serious possibility of such loss.

9.3        The Customer shall indemnify the Supplier against all liabilities, claims, costs and expenses which the Supplier may incur and which arise, directly or indirectly, as a result of the Customer’s breach of any of its obligations under this Agreement, including any claims brought against the Supplier alleging that any goods and/or services provided by the Supplier in accordance with the Specification infringes any intellectual property rights of a third party.

9.4        Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.

10         INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights in or arising our of or in connection with the supply of goods and/or services shall, to the extent not already vested, become the absolute property of the Supplier and the Customer shall, and shall use its best endeavours to procure that any necessary third party shall, do and execute and perform all that is reasonably necessary to ensure that such rights vest in the Supplier.

 

11         CONFIDENTIALITY

All information exchanged between the parties including all technical or commercial know how, specifications, inventions and processes and any other information concerning a party’s business or its products or services and which are confidential in nature are confidential (“Confidential Information”). The parties will keep the Confidential Information confidential and will not disclose it to any person (other than on a confidential basis to those of its officers, employees, representatives and professional advisers on a need to know basis) unless required by law, regulation or any governmental body.

12         TERMINATION

12.1      Either party may terminate this Agreement forthwith by notice in writing to the other if:

12.1.1   the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;

12.1.2   the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy such breach within 30 calendar days of being given written notice from the other party to do so;

12.1.3   the other party ceases or threatens to cease to carry on business, is liable to be found to be unable to pay its debts within the meaning of s.123 or s.368 (as applicable) of the Insolvency Act 1986, has a receiver, administrator, administrative receiver or manager appointed over the whole or any part of its assets, enters into any composition with creditors generally, or has an order made or resolution passed for it to be wound up (otherwise than in furtherance of any scheme for amalgamation or reconstruction) or undergoes any similar or equivalent process in any jurisdiction;

12.1.4   the other party (being an individual) is the subject of a bankruptcy petition or order;

12.2      Without limiting its other rights or remedies, the Supplier may terminate this Agreement:

12.2.1   by giving the Customer 7 days' written notice;

12.2.2   with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Agreement on the due date for payment.

12.3      The Customer may terminate this Agreement by giving the Supplier not less than 7 days' written notice. 

12.4      On termination of this Agreement for any reason, the Customer shall immediately pay to the Supplier all outstanding unpaid invoices and interest and, in respect of goods and/or services supplied but for which no invoice has yet been issued, the Supplier shall submit an invoice which shall be payable by the Customer immediately on receipt.

 

13         GENERAL

13.1      Force majeure

Neither party shall be liable for any delay or failure to perform any of its obligations under this Agreement as a result of events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs or other industrial disputes, war, riot, malicious damage, fire, storm, the act or omission of government or other competent authority, failure of a utility service or transport network, or the delay or failure of suppliers or subcontractors, and the affected party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

13.2      Assignment and subcontracting

The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge or subcontract all or any of its rights or obligations under this Agreement. 

The Supplier may assign, transfer, charge or subcontract all or any of its rights or obligations under this Agreement and may engage sub-contractors to provide all or any part of the services but such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification.

13.3      Waiver

The failure or delay by either party to enforce at any time any right or remedy under this Agreement  or by law shall not be a waiver of that or any other right or remedy nor preclude or restrict its further exercise.

13.4      Severance

If a court or other competent authority finds that any provision of this Agreement is invalid, illegal or unenforceable for any reason, that provision, to the extent required, shall be severed and the validity and enforceability of the other provisions of this Agreement shall not be affected.

13.5      No partnership

Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor constitute any party the agent of the other arty for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

13.6      No third parties

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

 

14        NOTICES

Any notice to be given by either party under this Agreement may be served by email, fax, personal service or by first-class post to the address of the other party given in the Specification or such other address as may be notified from time to time. Any notice or other communication shall be deemed to have been received if delivered personally, when left at the addressor, if sent by first-class post, the second day after posting, is sent by fax, on receipt of an error-free transmission report and if sent by email, unless the contrary is proved, the day the email was sent.

15        GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

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