In this contract the following terms shall have the following meaning and the headings in these Terms & Conditions are for convenience only and shall not affect their interpretation:
For The purposes of these terms and conditions the following words shall have the following meanings:
- “The Seller” shall mean A 2 Z Electricals (UK) Limited of 12 Scott Trimmer Way, Hounslow, Middlesex, TW3 4LZ or such other address as the firm may trade from time to time.
- “The Buyer” shall mean the person, organisation, firm or company for whom the Seller agrees to carry out works and/or supply materials (see section overleaf “customer name”).
- “The Operative” shall mean the representative or sub-contractor appointed by the Seller.
- “Goods” shall mean goods that form the subject of this contract to include parts and components of/or materials incorporated in them, see section 4) overleaf: “Work description”.
- “Specified Service” means the service to be provided by the seller to the Buyer as set out overleaf: (3) Job Description”.
APPLICATION OF TERMS & CONDITIONS
These Terms & Conditions shall apply to all contracts for the sale of goods and supply for services between the seller and the buyer not withstanding and to the exclusion of any terms and conditions which the buyer may purport to incorporate under any purchase order, letter or order, similar document or confirmation of order. Any future orders shall be deemed to be offers by the Buyer to the Seller for the purchase of services or goods pursuant to these Terms & Conditions unless the seller shall amend these terms & conditions or notify the Buyer to the contrary and any variation may only be made by writing by th seller and unless made shall have no affect. A person who is not a party to the contract shall not have any rights under the Contracts (right of third parties) Act 1999 to enforce any term or condition of the contract but this shall not affect any right or remedy of a third party, which exists or is available apart from that act.
Any description given or applied to these goods has been given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that he/she/it did not in anyway rely on any description when entering into the contract.
RELATIONSHIP BETWEEN PARTIES
- To incur any expense on behalf of the other party
- Nothing in these Terms & Conditions shall be construed as establishing or implying any partnerships or joint venture between any parties.
- Nothing in these Terms & Conditions shall be deemed to constitute either of the parties as the agents of the other or authorise either party:
- To enter into any engagement or make any representation or warranty on behalf of any other party;
- To pledge the credit of, or otherwise bind or oblige the other party;
- To commit to the other party in any way whatsoever, without in each case obtaining the other party’s prior written consent.
BASIS OF SALE
If accepted by the Seller, the Seller shall sell and the Buyer shall purchase goods and services in accordance with the Seller’s written quotation, or if accepted by the Seller, by the Buyer’s written order, subject in either case to these Terms & Conditions, which shall govern the contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by the buyer. Further and/or in the alternative the seller shall provide the specified service to the buyer subject to these Terms & Conditions. When such information becomes available the Buyer must state the date, reference and any address for delivery or services.
The Seller will deliver goods carriage paid within the United Kingdom by such method of carriage as the Seller may choose. The Buyer shall make all necessary arrangements to take possession or receive installation of the goods or service on the delivery or installation date(s) and at the place of delivery or installation. The time of delivery shall not be of the essence. The Seller will endeavour to deliver goods or perform the installation within 28 days of the making of this contract, but delivery time cannot be guaranteed. The Buyer will be bound to take delivery or installation of the goods notwithstanding that the Seller delivers the goods after the delivery or installation date provided that the Seller gives the Buyer 24 hours notice of such delay.
Where the date and/or time for works to be carried out is agreed by the Seller with the Customer, then the Seller shall use its best endeavours to ensure that the operative shall attend on the date and at the time agreed. However, the Seller accepts no liability in respect of the non-attendance or late attendance on site of the operative or for the late delivery or non delivery of materials.
EXCLUSION AND LIMITATION
Unless the Buyer deals as a consumer within the meaning of section12 of the Unfair Contracts Terms Act 1977, then all warranties, terms and conditions which provide that the goods will match any particular descriptions, fitness for purpose or quality, whether implied by common law of statute shall be excluded from this contract.
The Seller shall by under no liability to the Buyer for indirect or consequential loss (including loss of profits) sustained by the buyer following breach of this contract by the Seller. In any event, the seller’s liability to the Buyer arising out of breach by the Seller of this contract shall be limited to damages and such damages shall under no circumstances exceed the price. The Seller reserves the right to refuse to undertake or decline work at its own discretion.
Payment for goods or specified service provided is due on delivery of the goods or on completion of the installation. Payment is to be made by cash, cheque, postal order, debit/credit card or BACS transfer to: A 2 Z Electricals (UK) Limited of 12 Scott Trimmer Way, Hounslow, Middlesex, TW3 4LZ. If an invoice has been left with the buyer then payment can be given to the Seller’s installation engineer or sub-contractors prior to the engineer or sub-contractor’s departure from the Buyer’s site. If the buyer is an account customer, then payment is due within 30 days of delivery of the goods or on completion of the installation.
The total charge to the Customer shall consist of the cost of materials supplied by the Seller, charged in accordance with the Sellers rates. All charges are subject to VAT at the prevailing rate except in cases where the work carried out is zero-rated. Should our estimate exceed £250.00, we may ask for a deposit of 50% to be made payable before commencement of works, the remainder to be paid on completion.
The time for payment is of the essence and invoices are due for payment immediately upon delivery to the Customer. Invoices that remain unpaid (whether wholly unpaid or in part) shall carry interest at the rate of 5% accruing daily over the base rate, from time to time of the Sellers bankers until the Seller receives payment in full. Where a written estimate has been supplied to the Customer, the total charge to the Customer referred to in the estimate may be revised in the following circumstances:
If after submission of the estimate the Customer instructs the Seller (whether orally or in writing) to carry out additional works not referred to in the estimate. If after submission of the estimate there is an increase in the price of materials. If after submission of the estimate it is discovered that further works need to be carried out which were not anticipated when the estimate was prepared. If after submission of the estimate it is discovered that there was a manifest error when the estimate was prepared.
The Buyer shall incur personal liability to discharge the Sellers account unless he discloses to the Seller at the time he instructs the Seller to carry out work and/or supply materials that he is acting on behalf of a third party (including, but not limited to a Limited Company or Partnership) and (when the seller has received a written estimate) the name of the third party appears on the written estimate.
The Buyer shall be deemed to have accepted the goods and specified service as if he/she/it had expressly written to the seller and stated as such if he/she/it fails to notify the seller in writing that he/she/it does not accept the goods within three days of delivery of goods or completion of the specified service.
If payment for goods and or specified service or any part thereof is not made by the due date then without prejudice to the forgoing, the seller shall be entitled terminate the contract, retain any deposit paid by the Buyer or require payment in advance of delivery in relation to any goods not previously delivered or refuse to make delivery in relation to any goods not previously delivered, whether ordered under the contract or not and without incurring any liability whatever the buyer for non-delivery or any delay in delivery.
Title to any goods supplied by the Seller to the Buyer shall not pass to the Buyer but shall be retained by the Seller until the Buyer has made payment in full for such goods to the Seller. The Seller shall have absolute authority to retake, sell or otherwise deal with or dispose of all any or part of such goods in which title remains vested in the Seller: for the purpose specified above, the Company or any of its agents, authorised representatives or sub-contractors shall be entitled at any time and without notice to enter upon any premises in which goods or any part thereof is installed, stored or kept, or is reasonably believed so to be.
The Buyer shall not be entitled to make any deduction or withhold payment for any reason at all. Any delay or default by the buyer in making payment in accordance with these terms and conditions shall render all sums owing to the Seller on any account whatsoever including the costs of recovery of such sums, due and payable forthwith without requirement for any notice to be given to the Buyer and interest will be charge with immediate effect until the date of the actual payment.
The Seller shall be entitled to seek a court injunction to prevent the Customer from selling, transferred or otherwise disposing of such goods; 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 gods to their replacement value and the Customer shall forthwith, upon request, provide the Company with a certificate or other evidence of such insurance.
The risk in the goods will pass to the Buyer at the moment the goods are dispatched from the Seller’s premises or installation has taken place. Where the Buyer chooses to collect the goods himself/herself/itself, the risk will pass when the goods are entrusted to him/her/it or set aside for his/her/its collection, whichever happens first.
If delivery of the goods or performance of the specified service is delayed by strikes, lockouts, fire, accidents, defective materials, delays in receipt of raw materials or buy in goods or components or any other cause beyond the reasonable control of the Seller a reasonable extension time shall be granted and the buyer shall pay such reasonable extra charges as shall have been occasioned by the delay. If the delay persists for such time as the Seller considers unreasonable they may, without liability on their part, terminate the contract.
ASSIGNMENT AND SUB-CONTRACTING
This contract shall not be assigned or transferred nor the performance or any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
If any terms or provision in this contract shall be held to be illegal or unenforceable in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form any part of these terms and conditions but the validity and enforceability or the remainder of these terms and conditions shall not be affected.
The waiver or forbearance or failure by or of a party in insisting in anyone or more instances on the performance of any provision of this contract shall not be construed in any circumstances as a waiver or abandonment of that party’s rights to future performance of such condition and the other partyÕs obligation in respect of such future performance shall continue in full force and affect.
This contract shall be governed by and construed in accordance with English Law and each party shall agree to submit to the exclusive jurisdiction of the English Courts as regards to any claim or matter arising under this contract.
Any disputes, which arise out of or in connection with this contract or whatever nature shall, if practicable, be settled by negotiation between the parties. If such disputes are not resolved within twenty-one days of such negotiations commencing then the matter shall be referred to arbitration, the ruling in such arbitration being binding on the parties. The parties shall agree on the identity of the arbitrator and in the event of their failing to agree the arbitrator shall be appointed by chartered institute of arbitrators.
All amounts due under this contract shall be paid in full, without any deduction or withholding other than such may be required by law, and the party owing such amounts shall not be entitled to assert any credit, set-off or counter claims against the other party in order to justify the withholding of payment of any such amount in whole or part.
A notice required or permitted to be given by either party to the other under these terms and conditions shall be in writing addressed to that other party at itÕs 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.
INSOLVENCY OF BUYER
This clause applies if the buyer makes a voluntary arrangement with his/her/its creditors or (being a individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or an encumbrance takes possession or a Receiver is appointed, or any of the property or assets of the buyer; or the buyer ceases, or threatens to cease, to carry on business; the seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the buyer and notifies the buyer accordingly. If this clause applies then without limiting any other right or remedy available to the seller the seller may cancel the contract or suspend any further deliveries or suspend further performance under the contract without any liability to the buyer and if the goods have been delivered but not paid for or the specified service provided but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
If any term of this contract is held by any Court of Law or in arbitration to be illegal or unenforceable in whole or in part, such term of part shall to that extent be deemed not to be part of this contract, and the validity of the remainder of the contract shall not be affected.
The customer shall be solely liable for any hazardous situation in respect of any Regulations, Gas or Electrical Warning Notice issued. Where the Company agrees to carry out works on installations of inferior quality or over ten years old at that date no warranty is given in respect of such works and the Company accepts no liability in respect of the effectiveness of such works or otherwise. Operatives/sub-contractors commissioned by the Seller, operate under their own registration and public liability insurance and as such are solely responsible for any related works and subsequent liability. The Company shall be entitled to fully recover costs or damages from any operative/contractor whose negligence or faulty workmanship results in the Company being made liable for those damages of rectification of the work. These terms and conditions may not be released, discharges, supplemented, interpreted, varied or modified in any manner except by an instrument in writing signed by a duly authorised representative of the Company and by the Customer. Further, these terms and conditions shall prevail over any terms and conditions used by the Customer or contained or set out or referred to in any documentation sent by the Customer to the Company; by entering into a contract with the Company the Customer agrees irrevocably to waive the application of any such terms and conditions.
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 its reasonable control, and the Company shall be entitled to a reasonable extension of the time for performing such obligations.