SURREY FIRE & SAFETY LTD.
TERMS AND CONDITIONS OF SERVICE
INTERPRETATION & DEFINITIONS
1. The definitions and rules of interpretation in this clause apply in these Conditions:
Client: the person, company or unincorporated body whose name and details are given in the Order as requiring the Services from the Supplier.
Client’s Equipment: any equipment, systems, cabling or facilities provided by the Client and used directly or indirectly in the supply of the Services.
Supplier’s Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Supplier or its Contractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to the Client.
Conditions: these Terms and Conditions as amended from time to time under Clause 5 and 9.5.4.
Services: the services to be provided by the Supplier under the Contract as set out in clause 1, and the Supplier’s acceptance of the Order
Contract: your acceptance of the Estimate or your written email order or request for the supply of the Services in accordance with the Estimate and these Conditions shall form the Contract between the Supplier and the Client.
Document: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image or other device(s) or record embodying information in any form.
Pre-existing Materials: all Documents, information and materials provided by the Supplier relating to the Services which existed prior to the commencement of the Contract including, tenders, proposals, data, reports and specifications.
Premises: the premises of the Client where the Supplier carries out the Services as agreed in writing and set out in the Contract.
Schedule of Works: the description or specification for the Services provided as agreed in writing and set out in the Contract.
Supplier: Surrey Fire & Safety Ltd, whose registered office is at Unit 3, Watchmoor Trade Centre, Watchmoor Road, Camberley GU15 3AJ. Registered Company No. 3429470.
Contractor: any third party as engaged by the Supplier from time to time used directly or indirectly in the supply of the Services.
2. Headings in these conditions shall not affect their interpretation.
2.1. In the Conditions, the following rules apply:
2.1.1. a person includes a natural personal, corporate or unincorporated body (whether having separate legal personality or not);
2.1.2. a reference to a party includes its personal representatives, successors or permitted assigns;
2.1.3. a reference to writing or written includes faxes and emails; and
2.1.4. any obligation in the Contract imposed on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
3. Application of conditions
3.1. These Conditions shall:
3.1.1. apply to and be incorporated into the Contract; and
3.1.2. prevail over any inconsistent terms or conditions contained, or referred to, in the Client’s purchase order, confirmation of order, acceptance of an Estimate, or specification or other Document supplied by the Client, or implied by law, trade custom, practice or course of dealing.
3.1.3. The Client’s acceptance of an Estimate for Services by the Supplier constitutes an offer by the Client to purchase the Services as stated on this Estimate.
4. Working Hours
4.1. Unless otherwise stated in the Estimate or Schedule of Works, standard working hours are Monday to Friday form 8:30 am until 17:30pm. All services provided outside these hours are defined as “Out of hours”.
5. Emergency Callout Charges
5.1. Unless otherwise stated in the Estimate or Schedule of Works, callout charges include 1 hour of travel time and the first hour onsite.
6. Commencement, duration and completion dates
6.1. The supplier’s working hours are 8:30 till 17:30.
6.2. Unless otherwise stated in the Schedule of Works, the services will continue to be provided by the Supplier in the frequency recommended in the relevant British Standard or later amendment and
6.2.1. this agreement shall commence and shall endure until terminated in line with clause 7 or 13 of this agreement.
6.2.2. Dates specified for the commencement and completion of the Services are estimates only. The Supplier shall use all reasonable endeavour to ensure that it will attend on the date and time agreed. However, it accepts no liability in respect of non-attendance or late attendance on site or for the late or non-delivery of materials. Time shall not be of the essence of the Contract.
6.2.3. The Client shall give the Supplier 24 working hours’ notice of cancellation for any confirmed appointments.
6.2.4. The Supplier reserves the right to charge a reasonable fee where 24 working hours’ notice is not received.
6.2.5. The Supplier reserves the right to charge a reasonable fee where following a confirmed appointment, the scheduled work cannot be completed due to reasons beyond the Supplier’s control.
7. Estimates and Variations
7.1. Unless otherwise specified by the supplier in the relevant estimate, an estimate is not a firm or fixed price quotation, it is an estimate of the likely minimum cost of the works, based on the information made available to the supplier. The supplier reserves the right to increase the price before carrying out the works by an amount equivalent to any increased cost of relevant materials, labour, equipment hire or transport to the supplier. Any variations will be advised to the client in written, emailed or oral communication, and the client may agree with the supplier the proposed variations or the client may cancel the contract provided no later than 14 days before the works are begun and prior to any relevant materials are ordered or any relevant equipment is hired.
8. Inspection of Works
8.1. The Client shall inspect the Works as far as it is reasonably possible to do so immediately upon their completion and if it considers that the Works or any part thereof are not in accordance with the Contract, shall within 1 day from the date of inspection give detailed notice in writing thereof. In the absence of any such notice, the Works shall be conclusively presumed to be complete and free from any defect which would be apparent on reasonable examination.
8.2. The Client shall ensure that all Supplier’s Inspection, Service or Job sheets are signed by an authorised person upon inspection of work. Where a signature is not provided, all Works shall be presumed to be complete and free from any defect which would be apparent on reasonable examination.
9. Supplier’s obligations
9.1. The Supplier shall provide the Services to the Client, in accordance with the Schedule of Works in all material respects.
9.2. The Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Supplier’s acceptance of the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
9.3. The Supplier shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at any of the Client’s premises and that have been communicated to it, provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.
10. Client’s obligations
10.1. The Client shall:
10.1.1. provide the Supplier, its Agents, Contractors, Consultants and Employees, in a timely manner and at no charge, with access to the Client’s premises, office accommodation, information and other facilities as reasonably required by the Supplier to provide the Services;
10.1.2. provide the Supplier with facilities at the Client’s premises for the storage of the required Equipment as reasonably required by the Supplier to provide the Services which can be secured and locked to provide for the safekeeping thereof;
10.1.3. inform the Supplier of all health and safety rules and regulations and ensure the premises are suitably safe for the Supplier, its Agents, Contractors, Consultants and employees to carry out the Services;
10.1.4. inform the Supplier of any reasonable security requirements that apply at any of the Client’s premises;
10.1.5. comply with all relevant legislation which may be required for the provision of the Services, and in all cases before the date on which the Services are to start;
10.1.6. shall not dispose of or use the Supplier’s Equipment other than in accordance with the Supplier’s written instructions or authorisation; and
10.1.7. be responsible for effecting and maintaining an appropriate insurance policy, insuring against all the usual risks including (but without limitation) theft and break-ins by third parties. The Client shall be liable to pay to the Supplier, all reasonable costs, charges or losses sustained or incurred by the Supplier (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Client’s negligence, failure to perform or delay in the performance of any of its obligations under the Contract.
10.1.8. Where the Client shall request any reasonable alteration or addition to or omission from the Services or any part thereof, the Supplier shall provide written details of the effect such variation will have on the Services and what adjustment, if any, they would propose to make to the Price.
10.1.9. The Client shall not, without the prior written consent of the Supplier, at any time from the date of the Contract to the expiry of 12 months after the termination of the Contract, solicit or entice away from the Supplier or employ, engage or attempt to employ any person who is, engaged as an employee, of the Supplier in the provision of the Services.
11. Charges and Payment
11.1. In consideration of the provision of the Services to the Client by the Supplier, the Client shall pay the charges as set out in the Contract or Order. Unless specified otherwise in the Contract, the Supplier will charge upon completion of schedule of works.
11.2. For Fire Alarm Installations, the Customer shall pay 50% of the installation charge as a deposit to the Company before installation commences.
11.3. Subject to clause 9.1 the Client shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, within 30 days of receipt of the invoice to a bank account nominated in writing by the Supplier. Time for payment shall be of the essence of the Contract.
11.4. All sums payable to the Supplier under the Contract shall become due and payable immediately on its termination. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
11.5. The Client shall pay all money due under the Contract without any discount, deduction, set-off or counterclaim regardless of any claim or dispute which the Client has or alleges it has against the Supplier.
11.6. If the Client fails to pay the Supplier the Charges incurred as a result of performance of the Services, on the due date of payment, the Client shall pay interest on them at the rate of 3% above the Bank of England base lending rate from time calculated on a day-to-day basis, and
11.7. may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
11.8. suspend all Services until payment has been made in full; or
11.9. terminate the Contract in accordance with clause 11.
11.10. The parties agree that the Supplier may review and adjust the amount of the Charges for the provision of the Services from time to time, to reflect market changes, alterations in the Client’s requirements or alterations from the need to comply with new legislation or regulations. Should there be any increase in the cost of the Services following such a review, the Supplier will give the Client written notice of any such increase 1 month before the proposed date of the increase.
12. Repairs Uneconomic
12.1. Where the Supplier deems it is uneconomical to undertake a repair to any equipment, the Supplier shall provide an estimate with their recommendation for the work necessary to bring such Equipment into serviceable condition. The Supplier reserve the right to terminate this Agreement if you shall fail to instruct us to proceed with the necessary work where it presents a significant risk to property or the public.
13.1. Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract immediately without liability to the other on giving written notice to the other if:
13.2. the other party makes any assignment of its business for benefit of creditors; or
13.3. the other party has a receiver, administrative receiver or similar officer appointed over all or part of its property; or
13.4. the other party becomes bankrupt or goes into liquidation (except with the others consent) for the purpose of amalgamation, or reconstruction; commits a breach of the Contract and fails to remedy it within 21 days after being served written notice requiring it to be remedied.
13.5. there is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001).
13.6. On termination of the Contract:
- the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices in respect of Services supplied prior to termination. Services for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
- the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
13.7. On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect:
- condition 13;
- condition 15; and
- condition 25.
14. Limitation of Liability
14.1. This clause sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents, consultants, and contractors) to the Customer in respect of: Limitation of liability in respect of:
- any breach of the Contract;
- any use made by the Client of the Services; and
- any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
- All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
- Nothing in these Conditions limits or excludes the liability of the Supplier:
- for death or personal injury resulting from its negligence or the negligence of its employees, agents or sub-Suppliers; or
- for any damage or liability incurred by the Client as a result of fraud, or fraudulent misrepresentation by the Supplier; or
- for causing damage to tangible property through negligence up to a limit of £1,000,000 per claim or series of claims arising from any one event in any one period of insurance.
14.2. Subject to condition above, the Supplier shall not be liable for:
- loss of profits; or
- loss of business; or
- depletion of goodwill and/or similar losses; or
- loss or corruption of data or information; or
- the performance of any extraneous duties (unless specifically agreed in writing prior to being carried out); or
- any special, indirect or pure economic loss, costs, damages (including damages resulting from ordinary ‘wear and tear’ while carry out the Services), charges or expenses.
14.3. The Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance of the Contract, shall be limited to the amount of the Charges payable under this Contract in aggregate for the period of 12 calendar months immediately prior to the date of the claim.
14.4. The Supplier’s liability for fraud, theft or dishonesty of its employees occurring in connection with the provision of the Services, shall be limited to £50,000 per employee per claim, subject to an aggregate limit of £50,000 arising from a series of claims in any one period of insurance and the Supplier shall affect and maintain an appropriate insurance policy, with a reputable insurer, as cover for such liability.
14.5. The Supplier will not be liable for the breakdown (mechanical, electrical or otherwise) or presence of defects in security, surveillance, alarm or communications equipment installed or maintained by a third party or any other equipment whose defects were not made known to the Supplier and did not arise out of reason of negligence or wilful default of the Supplier, its sub-Suppliers, servants or agents.
14.6. Any payment that the Supplier is required to make as a result of liability that may arise under this clause 13, will be reduced or proportionately reduced where the Client is partly or wholly at fault.
14.7. Notice of all claims by the Client in respect of any loss, damage or injury shall be given in writing to the address for the Supplier given in the Order within 7 days of the discovery of such loss, damage or injury and in default of such notice within such period the Supplier shall not be held responsible for such claim.
14.8. This clause 12 shall survive termination of the Contract.
15.1. The Client acknowledges and agrees that details of the Client’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Supplier in connection with the Services.
16.1. The Supplier shall have no liability to the Client under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, the default of suppliers or Contractors, act of God, war, riot, civil commotion, terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm (or any other adverse weather) or hazards due to defective structures, or access, presence of noxious, toxic, combustible, explosive or radioactive substance or any other conditions rending the Client’s premises dangerous in the Supplier’s reasonable opinion.
17.1. The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of the Contract shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of the Contract.
Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
18.1. If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
19.1. The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
19.2. Nothing in this clause shall limit or exclude any liability for fraud.
20.1. The Client shall not without the prior written consent of the Supplier, assign, transfer, charge, mortgage, subcontract or deal in any manner with all or any of its rights or obligations under the Contract.
21.1. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
22.1. A person who is not a party to the Contract shall not have any rights under or in connection with it.
23.1. Any notice or other communication required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party and for the attention of the persons specified in the Order as the contacts for each party, or as otherwise specified by the relevant party by notice in writing to the other party.
23.2. This clause 24 shall not apply to the service of any notice in any proceedings or other documents in any legal action.
24.1. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales and the parties consent to the exclusive jurisdiction of the courts of England and Wales in all matters regarding the Contract.