1.1 “Customer” means the person who buys or agrees to buy the service from the Supplier.
1.2 “Conditions” means the terms and conditions set out in this document and any special terms and conditions agreed in writing by the Supplier.
1.3 “Parts” means any articles, which the Supplier supplies, to the Customer in the course of providing the services.
1.4 “Services” means the services (which are more particularly set out in the job sheet attached to these conditions), which the Customer agrees to purchase from the Supplier.
1.5 “Price” means the price for the works excluding VAT (and parts)
1.6 “Suppliers” RP Maintenance Ltd, Watersmeet, Welford Road, Fairford GL7 4DT Company Registration No. – 10963988
2.1 These conditions shall apply to all contracts for the supply of services and sales of goods by the Supplier to the Customer to the exclusion of all other terms and conditions including any terms or conditions, which the Customer may purport to apply under any purchase order confirmation or other similar document.
2.2 All orders for service shall be deemed to be an offer by the Customer to purchase the service pursuant to these Conditions.
2.3 The Customer’s signature on the job sheet attached hereto shall be deemed conclusive evidence of Customer’s acceptance of these Conditions and acknowledgement of works being completed to their satisfaction.
2.4 Any variations of these Conditions (including any special terms agreed between the parties) shall be inapplicable unless agreed in writing by the Supplier.
2.5 The Supplier’s agents are not authorised to make any representation concerning the parts or service supplied unless confirmed by the Supplier in writing. In entering into Contract the Customer acknowledges that it does not rely on and waives any claim for breach of any representations which are not so confirmed.
2.6 Any typographic, clerical or other error or omission in sales literature, quotations, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
2.7 Nothing in these Conditions shall affect the statutory rights of the Customer.
3. The Price and Payment
3.1 The price shall be set out on the invoice submitted. The price is exclusive of VAT.
3.2 Unless otherwise agreed in writing, payment of the price and VAT shall be due within 30 days of the date of the invoice. Any queries / disputes on invoices must be made in writing within 14 days of the date of the invoice.
3.3 Interest on overdue accounts shall accrue from the date when the payment becomes due, from day to day until the date of the payment at the rate of 4% base rate from time to time in force and shall accrue at such a rate after as well as before any judgement together with administration fee.
3.4 The Customer shall not be entitled to withhold payment of the price and VAT or any part thereof by reason of any claim or alleged claim against the Supplier whether breach of this Agreement or otherwise.
4. The Services
4.1 The description of the services and parts (if any) to be supplied shall be set out in the Job Sheet.
5. Warranty and Liability
5.1 Subject to the limitations upon its liability set out below the Supplier warrants to the Customer that:
5.1.1 The Supplier’s liability in respect of works carried out and/or materials supplied under any conditions, warranties or other terms whether expressed or implied by statute or otherwise shall be subject to the following: Where a written guarantee or warranty is given by the Supplier the Supplier’s liability shall be limited to the terms of such guarantee or warranty and shall in any event be limited to the contract price.
5.1.2 The Customer shall give notice to the Supplier as soon as it is reasonably able upon becoming aware of the breach of the warranty.
5.1.3 The Supplier shall as soon as it is reasonably possible, investigate any alleged breach of warranty and in the case of any breach of warranty, shall remedy the same free of charge by carrying out further repairs, modifications or alterations to the Equipment as may be necessary or in its absolute discretion the Supplier may refund to the Customer the price, provided that in such circumstances the Supplier shall be discharged in full from all its obligations under the terms of this agreement.
5.1.4 Except in the case of an emergency, which in the reasonable opinion of the Supplier requires immediate action, the obligations of the Supplier to remedy the breach of warranty shall be discharged between the hours of 09.00am to 5.00pm Monday to Friday (Bank and other public holidays excepted).
5.1.5 The Supplier shall have no liability to remedy a breach of warranty where such breach arises as a result of any of the following circumstances:
(a) the improper use or neglect whether accidental, malicious or otherwise of the Equipment.
(b) the alteration, modification or adjustment of the Equipment by any person other than the supplier’s agents.
(c) the failure by the Customer to implement recommendations in respect of Equipment.
(d) any repair, adjustment, alteration or modification of the Equipment by any person other than the Supplier’s authorised agents.
(e) any breach by a Customer of any obligations under this agreement.
(f) the improper or inadequate maintenance by the Customer of the Equipment.
5.1.6 Subject to the foregoing, with the exception of conditions and warranties implied by statute, all conditions, warranties and undertakings express or otherwise in respect of the service are hereby excluded.
6. Limitation of Liability
6.1 The following provisions set out the Supplier’s entire liability (including Liability for any acts or omissions of its agents and subcontractors) to the Customer in respect of:
(a) any breach of its contractual obligations arising out of this agreement and
(b) any representation, statement or tortuous act or omission including negligence arising under or in connection with this Agreement and the Customer’s attention in particular to the provision of this clause.
6.2 Any act or omission on the part of the Supplier or its agents or subcontractors falling within subclause 6.1 above shall, for the purposes of this clause, be known as “an event of default.”
6.3 Where the date and/or time for works to be carried out is agreed by the Supplier with the Customer, then the Supplier shall use its best endeavours to ensure that the Operative shall attend on the date and on the time agreed. However, the Supplier accepts no liability in respect of the non-attendance or late attendance on site of the Operative, or for the late/non delivery of materials, if such delay is due to any cause whatsoever beyond its reasonable control.
6.4 The Suppliers liability to the Customer for death or injury resulting from its own or its subcontractor’s negligence and/or damage suffered by the Customer as a result of the implied statutory undertakings, shall be limited to damages of an amount equal to £5,000,000.00
6.5 In the case of any other event of default the Supplier’s entire liability shall be limited to the price.
7.1 The Customer acknowledges that the parts supplied to it in the provision of the services are not manufactured by the Supplier and in the case of any defect arising to any of the parts the Customer agrees that in consideration for the Supplier using its reasonable endeavours to obtain a replacement part or parts, the Customer will not make any claims against the Supplier in respect of any defective parts.
8. Title and Risk
8.1 The parts installed as part of the service supplied shall be at the Customer’s risk as from installation.
8.2 In spite of installation having been made, property in the parts shall not pass from the Suppliers until the Customer shall have obtained the price plus VAT in full and no other sums whatsoever shall be due from the Customer to the Supplier and the Customer agrees that prior to the payment of the price and the VAT the Customers will hold the parts upon trust for the Suppliers who may enter the Customer’s premises and remove them at any reasonable time.
9.1 Cancellation of a Customer’s order will be accepted only at the Supplier’s discretion and the Supplier reserves the right in such an event to charge for all costs incurred prior to and/or resulting from such cancellation in addition to such other remedies as it may have.
10.1 This Agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the non-exclusive jurisdiction of the English Courts.
Terms and Conditions