TERMS AND CONDITIONS
1 – Interpretation
1.1 – In these Conditions:
“Company” means Intouch Fire & Security Limited registered in England under number 7523639;
“Company’s Charges” means the charges relating to the Service and/or the sale of equipment referred to in the Contract;
“Customer” means the person named on the Contract for whom the Company has agreed to provide the Service in accordance with these Terms;
“Contract” means the contract for the provision of the Equipment and/or Service pursuant to the order overleaf and any other documents to which these Terms relate. The order constitutes an offer by the Customer to purchase the Service and/or the Equipment in accordance with these Terms and Conditions. The order shall only be deemed to be accepted when the Company issues written acceptance of the order at which point and on which date the Contract shall come into existence (the Commencement Date);
“Equipment” means the fire extinguishers and other equipment supplied by the Company to the Customer
“Premises” means the premises referred to in the Contract
“Service” means the service to be provided by the Company for the Customer and referred to in the Contract including in particular the service of the Equipment at the Premises in accordance with the relevant British Standard and, or the relevant code of practice.
1.2 – The headings in these Terms are for convenience only and shall not affect their interpretation.
2 – Service
2.1 – The Company shall provide the Service to the Customer in accordance with the Contract. The Company shall sell and the Customer shall buy the Equipment (if any) in accordance with the Contract. Any changes or additions to the Service or Equipment or these Terms shall be confirmed in writing or by email by the Company to the Customer.
2.2 – The provision of the Service shall commence on the Commencement Date after execution by both parties and shall continue for a Minimum Term of 12 months and thereafter on a yearly basis unless otherwise specified overleaf or otherwise terminated as provided in this Agreement.
2.3 – The Customer shall at its own expense supply the Company with all necessary information relating to the Service and provide such access to the Premises to enable the Company to provide the Service in accordance with the Contract.
2.4 – The Service shall be provided in accordance with the Contract, subject to these Terms.
2.5 – Further details about the Service, and advice or recommendations about its provision or utilisation, which are not given in the Contract, may be made available on written request.
2.6 – The Company may correct any typographical or other errors or omissions in the Contract and in any brochure, promotional literature, or other document relating to the provision of the Service without any liability to the Customer.
2.7 – The Company may at any time without notifying the Customer make any changes to the Service which are necessary to comply with any applicable British Standards, safety or other statutory requirements, or which do not materially affect the nature or quality of the Service.
3 – Charges
3.1 – Subject to any special terms agreed, the Customer shall pay the Company’s Charges and any additional sums which are agreed between the Company and the Customer for the provision of the Service or sale of Equipment and which, in the Company’s sole discretion, are required as a result of the Customer’s instructions or lack of instructions, the inaccuracy of any information provided by the Customer or any other cause attributable to the Customer. Where no price has been quoted (or a price quoted is no longer valid) the Company’s Charges shall be those listed in the Company’s price list current at the time of the Contract.
3.2 – The Company’s Charges may be varied in accordance with the qualifications and other provisions referred to in the Contract.
3.3 – All charges quoted to the Customer for the provision of the Service are exclusive of any Value Added Tax, for which the Customer shall be additionally liable at the applicable rate from time to time.
3.4 – The Company’s Charges and any additional sums payable shall be paid by the Customer (together with any applicable Value Added Tax, and without any set-off or other deduction) within thirty days of the date of the Company’s invoice in cleared funds to a bank account nominated in writing by the Company and time shall be of the essence of the Contract.
3.5 – If payment is not made on the due date, the Company shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of four per cent above the base rate from time to time of Barclays Bank plc from the due date until the outstanding amount is paid in full.
4 – Risk and property
4.1 – Risk of damage to or loss of the Equipment shall pass to the Customer at the time of delivery or, if the Customer wrongfully fails to take delivery of the Equipment, the time when the Company has tendered delivery of the Equipment.
4.2 – Notwithstanding delivery and the passing of risk in the Equipment, or any other provision of these Terms, the property in the Equipment shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Equipment and all other Equipment agreed to be sold by the Company to the Customer for which payment is then due.
4.3 – Until such time as the property in the Equipment passes to the Customer, the Customer shall hold the Equipment as the Company’s fiduciary agent and bailee, and shall keep the Equipment separate from Equipment of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property.
4.4 – Until such time as the property in the Equipment passes to the Customer (and provided the Equipment is still in existence), the Company may at any time require the Customer to deliver up the Equipment to the Company and, if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Equipment are stored and repossess the Equipment.
4.5 – The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Equipment which remain the property of the Company, but if the Customer does so all moneys owing by the Customer to the Company shall (without limiting any other right or remedy of the Company) forthwith become due and payable.
5 – Warranties and Liability
5.1 – The Company warrants to the Customer that the Service will be carried out using reasonable care and skill and, as far as reasonably possible, in accordance with the Contract and at the intervals and within the times referred to in the Contract or any programme of work agreed pursuant to the Contract
5.2.1 – Subject to the following provisions, the Company warrants that the Equipment will correspond with their specification at the time of delivery and will be free from defects in material and workmanship.
5.2.2 – The above warranty is given by the Company subject to the following conditions:
18.104.22.168 – The Company shall be under no liability in respect of any defect in the Equipment arising from any drawing, design or specification supplied by the Customer;
22.214.171.124 – the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in Writing), misuse or alteration or repair of the Equipment without the Company’s approval;
126.96.36.199 – The Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Service has not been paid by the due date for payment;
188.8.131.52 – The above warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.
5.2.3 – Subject as expressly provided in these Terms, and except where the Equipment are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
5.2.4 – Where the Equipment is sold under a consumer transaction the statutory rights of the Customer as buyer are not affected by these Terms.
5.2.5 – A claim by the Customer which is based on any defect in the quality or condition of the Equipment or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to the Company within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Equipment and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Equipment had been delivered in accordance with the Contract.
5.2.6 Where a valid claim in respect of any of the Equipment which is based on a defect in the quality or condition of the Equipment or their failure to meet specification is notified to the Company in accordance with these Terms, the Company may replace the Equipment (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Customer the price of the Equipment (or a proportionate part of the price), in which case the Company shall have no further liability to the Customer.
5.3 – The Company shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Material or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.
5.4 – Except in respect of death or personal injury caused by the Company’s negligence, or as expressly provided in these Terms, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company, its servants or agents or otherwise) which arise out of or in connection with the provision of the Service (including any delay in providing or failure to provide the Service) or their use by the Customer, and the entire liability of the Company under or in connection with the Contract shall not exceed the amount of the Company’s Charges for the provision of the Service or £1,000,000.00 whichever is the less, except as expressly provided in these Terms.
5.5 – The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Service, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:
5.5.1 – Act of God, explosion, flood, tempest, fire, or accident;
5.5.2 – War or threat of war, sabotage, insurrection, civil disturbance, or requisition;
5.5.3 – Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary, or local authority;
5.5.4 – Import or export regulations or embargoes;
5.5.5 – Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);
5.5.6 – Difficulties in obtaining raw materials, labour, fuel, parts, or Equipment;
5.5.7 – Power failure or breakdown in Equipment.
6 – Termination
6.1 – After the Minimum Term, the Service shall continue to be provided until terminated by the Customer by giving the Company not less than 3 months’ notice in writing. Notice can only be given after the end of the Minimum Term or unless otherwise terminated as provided in clause 6.2 below.
6.2 – The other commits any breach of these Terms and (if capable of remedy) fails to remedy the breach within 30 days after being required by Written notice to do so, or
6.2.1 – The other goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed or if the Customer ceases, or threatens to cease, to carry on business, or
6.2.2 – The Company reasonably apprehends that any of the events mentioned above at clause 6.2.1 is about to occur in relation to the Customer and notifies the Customer accordingly.
6.3 – If clause 6.2 applies then, without limiting any other right or remedy available to the Company, the Company may cancel the Contract or suspend carrying out any more of the Service without any liability to the Buyer, and the Company’s Charges shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
7 – Confidentiality
7.1 – Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 7.2.
7.2 – Each party may disclose the other party’s confidential information :
(i) – to its employees, officers, representatives, sub-contractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, sub-contractors or advisers to whom it discloses the other party’s confidential information comply with this clause 7.2; and
(ii) – as may be required by law, a Court of competent jurisdiction or any governmental or regulatory authority.
7.3 – Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
8 – General
8.1 – These Terms (together with the terms, if any, set out in the Contract) constitute the entire agreement between the parties, supersede any previous agreement or understanding, and may not be varied except in Writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
8.2 – A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
8.3 – No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
8.4 – If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
8.5 – Any dispute arising under or in connection with these Terms or the provision of the Service shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of law Society of England and Wales.
8.6 – English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.