TERMS & CONDITIONS.
1. For the purpose of these Terms and Conditions:
“Company” means Alder Preece Ltd;
“Customer” means any individual, company, partnership or organisation to which Services will be provided by Company;
“Notice of Default” means as defined in clause 17 below;
“Operatives” means any representative appointed by, or acting on behalf of, Company (including but not limited to directors, employees and sub-contractors);
“Party” means either Company or Customer and “Parties” means Company and Customer;
“Services” means all the work to be performed by Company, including labour, materials and the provision of estimates and all ancillary services and work; and
“Warranty” means as defined in clause 5 below.
2. Notwithstanding any other clause of these Terms and Conditions, Company reserves the right, at any time, to refuse or decline to perform any Services at its own discretion. Where Company agrees to perform Services for a Customer, it has the right, at its discretion, to designate the Operatives who will perform the Services.
3. HOURLY RATE WORK. The total charge to Customer will consist of: (i) the materials supplied by Company (not exceeding the published trade price of materials + 25% markup); and (ii) the amount of time spent by the Operatives carrying out the Services (including all reasonable time spent in, and costs of, obtaining non-stocked materials) charged in accordance with the Company’s latest hourly rates and mileage rates; and (iii) a call out charge. All charges and costs are subject to VAT at the prevailing rate.
4. FIXED PRICE WORK. Company is not under any obligation to provide a written estimate to Customer, but if Company does provide an estimate, it will only be bound by estimates given in writing and signed by an authorised Operative (and errors and omissions always excepted). The total charge to Customer will be given as a fixed cost and inclusive of labour, travel and materials in the form of a written estimate. All charges and costs are subject to VAT at the prevailing rate. However, any additional work requested by Customer (whether in writing or orally) beyond that specified in the estimate shall be charged as per the HOURLY RATE WORK in clause 3 above. Any written estimate is valid for a period of 3 months from the date of signature. If, after such date, the Customer decides to accept the estimate, Customer shall be liable for any increases in (a) the published trade price of materials and (b) the Company’s hourly rates and/or mileage rates.
5. In respect of all work performed by Company, Company offers a 12-month satisfaction warranty from completion of the work (the “Warranty”). The Warranty is subject to the following terms and conditions:
(i) The Warranty shall not apply until payment in full for the work has been received;
(ii) In respect of any faulty workmanship or defective material supplied by Company, the Warranty shall become null and void if (a) the work performed by Company and/or material installed by Company has been repaired, modified or tampered with by anyone other than a Company Operative, or (b) has been subject to misuse or used in a reckless or negligent manner;
(iii) In respect of materials, the Warranty shall only apply to materials provided by Company and shall be for the shorter of 12 months from completion of the work by Company or the validity of the manufacturer’s warranty;
(iv) If, after Company has carried out all the work, Customer is not wholly satisfied it shall give notice in writing to Company within 12 months of completion. If Customer fails to notify Company within this 12-month period Company shall have no liability whatsoever to Customer and in particular shall not be liable for any defects in the work carried out or any materials supplied;
(v) Customer shall give access to the premises to allow Company and/or its insurers to both inspect the work and carry out any necessary remedial work as appropriate.
6. Notwithstanding any other clause in these Terms, Company shall have no liability whatsoever for, and offers no Warranty whatsoever, in respect of:
(i) the suitability, fitness for purpose or similar of any materials supplied by Company;
(ii) any materials supplied by Customer;
(iii) any work undertaken on instruction by Customer and against the written or verbal advice of the Operative;
(iv) any loss, damage or claims resulting from other work overlooked or subsequently requested but which was not undertaken at the time;
(v) any work performed on installations of inferior quality and/or that are over 10 years old at the time the work was completed;
(vi) any loss or damage arising from, or as a consequence of, work recommended by Company not being performed; and
(vii) any hazardous situation in respect of BS7671 IET Wiring Regulations (including any re-enactment, modification or replacement thereof) or any electrical warning notice issued.
7. If Customer cancels any work agreed to be performed prior to work being carried out, it will be liable for (i) the cost of any materials already purchased by Company (at the published trade price plus 25%) and (ii) 50% of Company’s reasonably estimated profit on the work.
8. Upon Customer’s acceptance of Company’s estimate, a deposit payment of 50% of the total is payable immediately, and Company shall be under no obligation to perform the work until such sum has been received.
9. Invoices shall be issued on completion of work and are due for payment immediately upon delivery to Customer. For larger projects (as may be determined by the Company at its discretion) it reserves the right to invoice on an interim basis for any work completed. If any sums remain unpaid 14 days after receipt by a Customer (i) interest at 8% above the prevailing Bank of England base rate shall be due and payable on the outstanding sum until such time as payment is received and (ii) Company reserves the right to suspend the provision of any Services to Customer until any outstanding amounts have been paid and Company shall not be responsible for any delay in the work arising from such suspension.
10. Where the date and/or time for works to be carried out is agreed by the Parties, Company shall endeavour to ensure that its Operative(s) shall attend at the time and date agreed. However, this is without guarantee and Company accepts no liability in respect of the non-attendance or late attendance on site of its Operative(s) or for the late or non-delivery of any materials.
11. Company will 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 beyond its reasonable control, and it will be entitled to a reasonable extension of the time for performing such obligations.
12. The maximum amount of Company’s liability for any Services performed (or not performed as the case may be), whether in contract, tort, breach of statutory duty or otherwise shall be the total price of the work in the particular agreement to be provided by Company to Customer, save that where Customer is not a consumer (as defined in the Consumer Rights Act 2015), such liability shall be limited to the lower of (i) the total price of the work in the particular agreement to be provided by Company to Customer or (ii) £30,000. This clause shall not apply to liability for death, personal injury or fraud.
13. Neither Party shall be liable to the other, whether in contract, tort, breach of statutory duty or otherwise, for any consequential, indirect or special losses, expenses or damages of any kind including (without limitation) loss of anticipated profits, factory or office shut-down or reduced production, goodwill, market reputation, business receipts or contracts or commercial opportunities, whether or not foreseeable.
14. Any claim by Customer arising out of or in respect of any work performed by Company must be commenced within 18 months of the date of completion of the work (or if not performed, the date of expected completion of such work). If legal proceedings are not commended by Customer by that time then the claim shall be time barred and any liability on Company shall be extinguished.
15. Title to materials supplied by Company to Customer shall not pass to Customer and shall remain Company’s property until paid for in full by Customer. Until such time:
(i) Company shall have absolute authority to repossess, sell or otherwise deal with or dispose of all or any part of such materials; and/or
(ii) enter any premises, at any time and without notice, in which materials or any part thereof are installed, stored or kept, or is reasonably believed so to be; and/or
(iii) seek a court injunction or any other legal remedy to prevent Customer from selling, transferring or otherwise disposing of such materials.
16. The risk in materials will pass to Customer on delivery to Customer. Customer must insure them at replacement value, and if asked Customer must produce evidence that they are properly insured.
17. In the event that either Party (a) makes an assignment or any general arrangement for the benefit of creditors, (b) files a petition or otherwise commences, authorises or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy or similar law for the protection of creditors, or has such a petition filed against it and such petition is not withdrawn or dismissed for 30 days after such filing, (c) otherwise becomes bankrupt or insolvent (however evidenced), (d) in the reasonable interpretation of the other Party is unable to pay its debts as they fall due, (e) makes a composition with its creditors, commits any act of bankruptcy, becomes subject to an order for winding up or dissolution or to the appointment of an administrator, examiner, receiver, custodian, liquidator, trustee or other similar official, then such Party may give a written notice of default to the other Party (the “Notice of Default”).
18. Upon giving such Notice of Default, any and all payments due from the defaulting Party to the non-defaulting Party shall become immediately due and payable and the non-defaulting Party may (a) withhold any payment due to the other Party, (b) suspend performance of any obligation to the other Party and/or (c) terminate the contract between the Parties with immediate effect. The non-defaulting Party may then (in its absolute discretion) proceed to set off any or all amounts which the defaulting party owes to the non-defaulting Party against any or all amounts which the non-defaulting Party owes to the defaulting Party. Any termination of any agreement shall be without prejudice to and shall not extinguish any obligations that accrued prior to the termination date.
19. Neither Party may assign any of its rights under any agreement between the Parties without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed.
20. If any of the terms herein is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.
21. Nothing in these Terms and Conditions shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the Parties.
22. These Terms and Conditions can only be amended as agreed by the Parties in writing.
23. These Terms and Conditions shall prevail over any terms and conditions used by Customer or contained or set out or referred to in any documentation sent by Customer to Company, and by entering into any agreement with Company, Customer agrees to irrevocably waive the application of any such terms and conditions.
24. No waiver by any Party of any of its rights, powers or remedies shall be effective unless made expressly in writing, nor shall such waiver be considered a waiver of any subsequent or continuing breach.
25. Save in respect of death or personal injury, Customer shall have no claim whatsoever, whether in contract, tort or for breach of statutory duty against any Operatives, irrespective of whether or not such Operative acted within the course and scope of his or her employment with or on behalf of the Company and whether or not expressly named in any estimate or other correspondence with Customer. Customer acknowledges that such individuals are entitled to enforce this term pursuant to the Contracts (Rights of Third Parties) Act 1999. Save as aforementioned in this clause, the Parties do not intend any term of any agreement between the Parties to be enforceable under the Contracts (Rights of Third Parties) Act of 1999 by any Person that is not a Party to such agreement.
26. These Terms and Conditions may not be released, discharged, supplemented, interpreted, varied or modified in any manner unless in writing and expressly agreed by duly authorised representatives of both Parties.
27. These Terms and Conditions and all agreements between the Parties shall be governed and construed in accordance with English law. Any dispute arising out of or in respect of any agreement between the parties (including any question in relation to its existence, validity or termination and any non-contractual claims) shall be submitted to the exclusive jurisdiction of the English courts.