TERMS AND CONDITIONS OF WEBSITE USE
What you should know about dealing with LeighTec Systems Ltd
The term ‘LeighTec Systems Ltd’ or ‘us’ or ‘we’ refers to the owner of the website whose registered office is Suite 4, Larsen Park, Larsen Road, Goole, East Yorkshire. DN14 6XF. Our company registration number is 05299359 and was registered in United Kingdom.
The term ‘you’ refers to the user or viewer of our website.
- The content of the pages of this website is for your general information and use only. It is subject to change without notice.
- Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
- Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
- This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
- All trademarks reproduced in this website which are not the property of, or licensed to, the operator are acknowledged on the website.
- Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence.
- From time to time this website may also include links to other website’s. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
- You may not create a link to this website from another website or document without [business name]’s prior written consent.
- Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Scotland and Wales.
Our Promise to you
LeighTec Systems Ltd is committed to ensuring that your privacy is protected. Should we ask you to provide certain information by which you can be identified when using this website, then you can be assured that it will only be used in accordance with this privacy statement.
LeighTec Systems Ltd may change this policy from time to time by updating this page. You should check this page from time to time to ensure that you are happy with any changes. This policy is effective from 25 May 2018.
This privacy notice provides you with details of how we collect and process your personal data and through your use of our site www.leightec.com
By providing us with your data, you warrant to us that you are over 13 years of age.
Leigh Tec Systems is the data controller and we are responsible for your personal data (referred to as “we”, “us” or “our” in this privacy notice).
Our full details are:
Full name of legal entity: Leigh Tec Systems Ltd
Email address: [email protected]
Postal address: Suite 4, Larsen Road, Goole, East Yorkshire, DN14 6XF
Telephone number: 01405 752401
It is very important that the information we hold about you is accurate and up to date. Please let us know if at any time your personal information changes by emailing us at [email protected] OR BY CLICKING HERE TO UPDATE YOUR DETAILS IN OUR PREFERENCE CENTRE
WHAT DATA DO WE COLLECT ABOUT YOU, FOR WHAT PURPOSE AND ON WHAT GROUND WE PROCESS IT
Personal data means any information capable of identifying an individual. It does not include anonymised data.
We may process the following categories of personal data about you:
- Communication Data that includes any communication that you send to us whether that be through the contact form on our website, through email, text, social media messaging, social media posting or any other communication that you send us. We process this data for the purposes of communicating with you, for record keeping and for the establishment, pursuance or defence of legal claims. Our lawful ground for this processing is our legitimate interests which in this case are to reply to communications sent to us, to keep records and to establish, pursue or defend legal claims.
- Customer Data that includes data relating to any purchases of goods and/or services such as your name, title, billing address, delivery address email address, phone number, contact details, purchase details and your card details. We process this data to supply the goods and/or services you have purchased and to keep records of such transactions. Our lawful ground for this processing is the performance of a contract between you and us and/or taking steps at your request to enter into such a contract.
- User Data that includes data about how you use our website and any online services together with any data that you post for publication on our website or through other online services. We process this data to operate our website and ensure relevant content is provided to you, to ensure the security of our website, to maintain back- ups of our website and/or databases and to enable publication and administration of our website, other online services and business. Our lawful ground for this processing is our legitimate interests which in this case are to enable us to properly administer our website and our business.
- Technical Data that includes data about your use of our website and online services such as your IP address, your login data, details about your browser, length of visit to pages on our website, page views and navigation paths, details about the number of times you use our website, time zone settings and other technology on the devices you use to access our website. The source of this data is from our analytics tracking system. We process this data to analyse your use of our website and other online services, to administer and protect our business and website, to deliver relevant website content and advertisements to you and to understand the effectiveness of our advertising. Our lawful ground for this processing is our legitimate interests which in this case are to enable us to properly administer our website and our business and to grow our business and to decide our marketing strategy.
- Marketing Data that includes data about your preferences in receiving marketing from us and our third parties and your communication preferences. We process this data to enable you to partake in our promotions such as competitions, prize draws and free give-aways, to deliver relevant website content and advertisements to you and measure or understand the effectiveness of this advertising. Our lawful ground for this processing is our legitimate interests which in this case are to study how customers use our products/services, to develop them, to grow our business and to decide our marketing strategy.
- We may use Customer Data, User Data, Technical Data and Marketing Data to deliver relevant website content and advertisements to you (including Facebook adverts or other display advertisements) and to measure or understand the effectiveness of the advertising we serve you. Our lawful ground for this processing is legitimate interests which is to grow our business. We may also use such data to send other marketing communications to you. Our lawful ground for this processing is either consent or legitimate interests (namely to grow our business).
We do not collect any Sensitive Data about you. Sensitive data refers to data that includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health and genetic and biometric data. We do not collect any information about criminal convictions and offences.
Where we are required to collect personal data by law, or under the terms of the contract between us and you do not provide us with that data when requested, we may not be able to perform the contract (for example, to deliver goods or services to you). If you don’t provide us with the requested data, we may have to cancel a product or service you have ordered but if we do, we will notify you at the time.
We will only use your personal data for a purpose it was collected for or a reasonably compatible purpose if necessary. For more information on this please email us at [email protected] In case we need to use your details for an unrelated new purpose we will let you know and explain the legal grounds for processing.
We may process your personal data without your knowledge or consent where this is required or permitted by law.
HOW WE COLLECT YOUR PERSONAL DATA
We may receive data from third parties such as analytics providers such as Google based outside the EU, advertising networks such as Facebook based outside the EU, such as search information providers such as Google based outside the EU, providers of technical, payment and delivery services, such as data brokers or aggregators.
We may also receive data from publicly availably sources such as Companies House and the Electoral Register based inside the EU.
Our lawful ground of processing your personal data to send you marketing communications is either your consent or our legitimate interests (namely to grow our business).
Under the Privacy and Electronic Communications Regulations, we may send you marketing communications from us if (i) you made a purchase or asked for information from us about our goods or services or (ii) you agreed to receive marketing communications and in each case you have not opted out of receiving such communications since. Under these regulations, if you are a limited company, we may send you marketing emails without your consent. However you can still opt out of receiving marketing emails from us at any time by simply clicking the unsubscribe or update preferences link in our emails.
Before we share your personal data with any third party for their own marketing purposes we will get your express consent.
You can ask us or third parties to stop sending you marketing messages at any time by following the opt-out links on any marketing message sent to you or by emailing us at [email protected] at any time.
If you opt out of receiving marketing communications this opt-out does not apply to personal data provided as a result of other transactions, such as purchases, warranty registrations etc.
DISCLOSURES OF YOUR PERSONAL DATA
We may have to share your personal data with the parties set out below:
- Service providers who provide IT and system administration services.
- Professional advisers including lawyers, bankers, auditors and insurers
- Government bodies that require us to report processing activities.
- Third parties to whom we sell, transfer, or merge parts of our business or our assets.
We require all third parties to whom we transfer your data to respect the security of your personal data and to treat it in accordance with the law. We only allow such third parties to process your personal data for specified purposes and in accordance with our instructions.
We are subject to the provisions of the General Data Protection Regulations that protect your personal data. Where we transfer your data to third parties outside of the EEA, we will ensure that certain safeguards are in place to ensure a similar degree of security for your personal data. As such:
- We may transfer your personal data to countries that the European Commission have approved as providing an adequate level of protection for personal data by; or
- If we use US-based providers that are part of EU-US Privacy Shield, we may transfer data to them, as they have equivalent safeguards in place; or
- Where we use certain service providers who are established outside of the EEA, we may use specific contracts or codes of conduct or certification mechanisms approved by the European Commission which give personal data the same protection it has in Europe.
If none of the above safeguards is available, we may request your explicit consent to the specific transfer. You will have the right to withdraw this consent at any time.
We have put in place security measures to prevent your personal data from being accidentally lost, used, altered, disclosed, or accessed without authorisation. We also allow access to your personal data only to those employees and partners who have a business need to know such data. They will only process your personal data on our instructions and they must keep it confidential.
We have procedures in place to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach if we are legally required to.
We will only retain your personal data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.
When deciding what the correct time is to keep the data for we look at its amount, nature and sensitivity, potential risk of harm from unauthorised use or disclosure, the processing purposes, if these can be achieved by other means and legal requirements.
For tax purposes the law requires us to keep basic information about our customers (including Contact, Identity, Financial and Transaction Data) for six years after they stop being customers.
In some circumstances we may anonymise your personal data for research or statistical purposes in which case we may use this information indefinitely without further notice to you.
YOUR LEGAL RIGHTS
Under data protection laws you have rights in relation to your personal data that include the right to request access, correction, erasure, restriction, transfer, to object to processing, to portability of data and (where the lawful ground of processing is consent) to withdraw consent.
You can see more about these rights at:
If you wish to exercise any of the rights set out above, please email us at [email protected]
You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive or refuse to comply with your request in these circumstances.
We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.
We try to respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you.
If you are not happy with any aspect of how we collect and use your data, you have the right to complain to the Information Commissioner’s Office (ICO), the UK supervisory authority for data protection issues (www.ico.org.uk). We should be grateful if you would contact us first if you do have a complaint so that we can try to resolve it for you.
This website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy notice of every website you visit.
What’s a cookie?
- A “cookie” is a piece of information that is stored on your computer’s hard drive and which records how you move your way around a website so that, when you revisit that website, it can present tailored options based on the information stored about your last visit. Cookies can also be used to analyse traffic and for advertising and marketing purposes.
- Cookies are used by nearly all websites and do not harm your system.
- Cookies are either:
– Session cookies: these are only stored on your computer during your web session and are automatically deleted when you close your browser – they usually store an anonymous session ID allowing you to browse a website without having to log in to each page but they do not collect any personal data from your computer; or
– Persistent cookies: a persistent cookie is stored as a file on your computer and it remains there when you close your web browser. The cookie can be read by the website that created it when you visit that website again. We use persistent cookies for Google Analytics.
- Cookies can also be categorised as follows:
– Strictly necessary cookies: These cookies are essential to enable you to use the website effectively, such as when buying a product and / or service, and therefore cannot be turned off. Without these cookies, the services available to you on our website cannot be provided. These cookies do not gather information about you that could be used for marketing or remembering where you have been on the internet.
– Performance cookies: These cookies enable us to monitor and improve the performance of our website. For example, they allow us to count visits, identify traffic sources and see which parts of the site are most popular.
– Functionality cookies: These cookies allow our website to remember choices you make and provide enhanced features. For instance, we may be able to provide you with news or updates relevant to the services you use. They may also be used to provide services you have requested such as viewing a video or commenting on a blog. The information these cookies collect is usually anonymised.
TERMS AND CONDITIONS CUSTOMER USE
In these conditions the following words and phrases shall have the following meanings unless
the context requires otherwise:
- “The Company” Leigh Tec Systems Limited.
- “The Conditions” the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) including any special terms agreed in writing between the Company and the Customer. Words importing the singular include where the context so admits the plural and vice versa. Words denoting the masculine include the feminine and neuter and words denoting natural persons include corporations and firms and all such words shall be construed interchangeably in that manner. The clause headings in these Conditions are for the convenience of the parties only and do not affect their interpretation.
- “The Contract” the contract between the Company and the Customer (in whatever form) for the provision of the sale or supply of goods and or/services, including any amendments thereto agreed subsequently in writing by the Company to which these conditions relate (whether appended, incorporated or attached).
- “The Contractual Documents” includes in addition to a document in writing, any quotation, any map, data, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device (electronic or otherwise) embodying any other data.
- “The Contract Works” those of the services which comprise installation of the Goods or other work which the Company agrees to carry out whether or not through an agent and whether or not independently of the supply of the Goods.
- “The Customer” the person, company, firm or entity being party to the contract and to whom the services are provided. The goods shall be as specified in the attached acknowledgment of order and Quotation.
- “The Quotation” these terms and conditions and any other documents specified in the Quotation. The document provided by the Company to the Customer outlining the nature of the Goods and Services to be provided and the exact price of those Goods and/or Services.
- “The Services” any services rendered by the Company or by its authorised agents whether ancillary to a contract for the sale of Goods or independently including where provided for in the Contract any work of design, installation maintenance or otherwise and including the Contract.
1. PURPOSE AND UNDERSTANDING
1.1. These conditions shall apply as between the Company and the Customer in respect of
the Services provided under the Contract.
2. FORMATION OF THE CONTRACT
2.1. Unless otherwise agreed between the parties in writing any contract with the Company
shall be subject to these Conditions and the quantity, quality and description of and any specification for the Goods, if any, shall be set out in the documents comprising the Quotation, the Contractual Documents and the Contract.
2.2. These Conditions shall govern the Contract to the exclusion of any general conditions of
order or other terms of business of the Customer, unless otherwise agreed in writing by the parties.
3.1. The Customer pursuant to the Contract engages the Company to provide the Goods and/or Services to the Customer and the Company agrees to provide the Goods and/or Services subject to these conditions with reasonable care and skill.
3.2. All proposals made, Quotations given, instructions accepted and contracts entered into by the Company with any person for the supply of the Goods and/or Services are subject to these Conditions to the exclusion of any other terms and conditions subject to which the Contract is accepted or purported to be accepted by the Customer. Any changes or additions to the Goods and/or Services or these Conditions must be agreed in writing by the Company.
3.3. Unless otherwise agreed by the parties in writing, the Customer shall at its own expense supply the Company with all necessary documents or other materials, and all necessary data or other information relating to the Goods and/or Services, within sufficient time to enable the Company to provide the Services in accordance with the Contract and the Conditions. The Customer shall ensure the accuracy of all Customer Material and clarity of any instructions.
3.4. The Services shall in so far as is reasonably practicable be provided in accordance with the specification (if any) but subject to these Conditions and shall be performed at such times as the Company shall in its sole discretion decide and during its normal business hours [(08.00 to 17.00 Monday to Friday)] excluding United Kingdom public holidays.
3.5. The Company may at any time without notifying the Customer make any changes to the Goods and/or Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services.
3.6. The Customer shall afford to the Company all reasonable co-operation in all matters relating to the performance of the Company’s obligations under the Contract.
3.7. The Company may elect to suspend the provision of Services if the Customer is in breach of the provisions of the Contract and these conditions and may at its entire discretion first serve notice of its intention to suspend provision of the Services and allow the Customer [seven (7)] days to remedy such breach failing which the Services shall be suspended upon notice without prejudice to the payment obligations and liability of the Customer.
4. ORDERS AND SPECIFICATION
4.1. The Customer shall notify the Company at least 5 working days prior to the date for delivery of the precise proposed location and position of the Goods.
5. PRICE AND PAYMENT
5.1. The Company’s charges for the relevant Goods and/or Services are due and payable as specified herein and are to be made forthwith in GBP Pounds Sterling.
5.1.1 30% of the total charges on confirmation of order
5.1.2 40% of the total charges on material delivery to site
5.1.3 30% within 30 days of completion
5.2. The price of the Goods and/or Services will only be accepted as being firm upon the Company confirming in writing its acceptance of the Customer’s order and supplying a full written Quotation.
5.3. Unless otherwise agreed in writing between the Company and the Customer, all prices are given by the Company on an ex-warehouse basis and where the Company agrees to deliver the Goods otherwise than at the Company’s premises, the Customer shall be liable to pay the Company’s charges for transport packaging and insurance.
5.4. All prices are exclusive of any applicable value added tax or other sales tax which the Customer shall be additionally liable to pay to the Company at the applicable rate from time to time.
5.5. The Quotation has been provided on the basis of labour charges for work carried out during normal working hours and not at weekends and any variation to the Contract resulting in a requirement for after hours or weekend working shall be subject to an additional charge.
5.6. The Quotation does not include waiting time and this will be charged in accordance with hourly rates provided to the Customer.
5.7. If the charges are not paid by the due dates interest shall accrue on the unpaid portion of the charges at the rate of 8% per annum above the base rate from time to time of the Bank of England, in accordance with the terms of the Late Payment of Commercial Debts (Interest) Act 1998. If any payments remain outstanding for 30 days or more the Customer’s access to the Goods and/or Services may be suspended and/or the Company may refuse to make delivery of undelivered goods and/or refuse to carry out any services, whether ordered under the Contract or otherwise, without incurring any liability whatsoever for such refusal and/or to terminate the Contract following which the Customer shall be liability to pay for any abortive delivery and/or storage costs for the undelivered Goods and standing time in respect of the Services to be rendered under the Contract at the rates provided to the Customer The Customer also agrees to pay all fees incurred by the Company in collecting outstanding charges or sums.
5.8. Subject to any special terms agreed in writing by the parties, the Customer shall pay the Charges and any expenses together with such additional sums which are agreed between the Company and the Customer for the provision of the Services and any additional Services or 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 Customer material or any other cause attributable to the Customer.
5.9. In the absence of agreement, the Company’s standard charges and rates shall apply. The Company shall be entitled to vary its standard Charges from time to time by giving not less than fourteen (14) days’ written notice to the Customer.
5.10. The Customer shall reimburse the Company for all out of pocket expenses, travel costs and expenses, operating costs and disbursements incurred by it in connection with the Services.
6. AUTHORISATION AND MATERIALS
6.1. The property, copyright and any other intellectual property rights in any Customer Material shall belong to the Customer.
6.2. The property, copyright and any other intellectual property rights in any the Company material shall belong to the Company, subject only to the right of the Customer to use the Company material as specifically authorised by the Company.
6.3. The Customer represents the Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, information or other copyright work provided to the Company for the Services are owned exclusively by the Customer, or that the Customer has permission from the rightful owner to use such material, and will indemnify the Company and its subcontractors from any claim, liability or suit arising from the use of such elements or materials furnished by the Customer.
6.4. The Customer confirms and authorises the Company to access and use the Customer’s data, database and materials in respect of the project and provision of the Services. The Customer shall indemnify the Company on a full indemnity basis against any loss, damages, costs, expenses or other claims arising from any infringement resulting from use of the information supplied.
6.5. The Customer warrants that any Customer material and its use by the Company for the purpose of providing the Services will not infringe the copyright or other rights of any third party. The Customer shall indemnify the Company against any loss, damages, costs, expenses or other claims arising from any such infringement.
7.1. Following acceptance by the Customer of the Quotation provided by the Company and the Company’s acknowledgement thereof, the Customer has no contractual right to cancel or suspend the Contract.
7.2. The Customer acknowledges that certain Goods are made to measure and cannot therefore be readily resold by the Company as there is no available market and they cannot be returned by it to the manufacturers. Accordingly should the Company be prepared to accept a cancellation of the Contract the Customer shall pay the price for the Contract and in addition such other costs as the Company shall incur as a result of the purported cancellation or termination of the Contract and the provisions in these Terms and Conditions as to payment shall apply equally to this Clause (but without prejudice to the rights and remedies of the Company).
7.3. Any termination of the Contract pursuant to this Clause shall be without prejudice to any other rights or remedies either party may be entitled to under the Contract or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
8. RISK AND TRANSFER OF TITLE
8.1. The risk in the Goods shall pass to the Customer upon delivery or upon tendering of the Goods for delivery whether or not Services are also to be performed. The Customer should insure accordingly.
8.2. The title to and property in the Goods shall remain with the Company until completion of the works or services and shall only be transferred to the Customer when the Company has received in cash or cleared funds payment in full of the price of the Goods and or Services and all other monies due and owing to the company by the Customer on any account whatsoever.
8.3. Until such time as the title to and property in the Goods passes to the Customer, the Customer shall keep the Goods separate from those of the Customer and of third parties and properly stored, protected and insured and identified as the Company’s property.
8.4. Until such time as the title to and the property in the Goods passes to the Customer the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so immediately, to enter upon any and or premises of the Customer or any third party where the Goods are or may be stored and repossess the Goods. The Company shall do as little damage as possible in exercising this right but the Company shall not be responsible for any damage so caused.
8.5. The Company is entitled to maintain an action for the price of the Goods even though the property in them may not have passed to the Customer.
8.6. The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Customer does so, all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) immediately become due and payable.
9. TIME FOR PERFORMANCE
9.1. All the Goods must be examined by the Customer immediately on delivery and any claims for shortages, breakages, or Goods not meeting specification or non-delivery must be notified to the Company and, if appropriate any carrier separately and in writing within 5 days of delivery.
9.2. Once the manufacture of Goods in respect of agreed Contract Works has commenced and the agreed delivery date for such Goods is delayed for more than 5 working days and such delay is not caused by any default by the Company, then the Company reserves the right to invoice the Customer on an ex-works basis on the agreed delivery date. In such case the Company shall make the Goods available for inspection by the Customer at a mutually agreed time and date or (at the Customer’s option) the Company shall deliver the Goods at the Customer’s expense and responsibility for and risk in the same will pass to the Customer upon such delivery.
10.1. The Company shall be entitled to employ sub-contractors to carry out its obligations under the Contract.
11.1. The Company shall be entitled to charge for storage of the Goods or any part of them not delivered because the Customer is unable to accept them when they are ready for delivery.
12. FORCE MAJEURE
12.1. The Company shall not be liable for any default (or deemed to be in breach of contract) by any delay due to any circumstance beyond their reasonable control.
13. PROVISION OF SERVICES
13.1. These clauses shall apply where the Contract includes the provision of the Services, for example, where the contract is to include installation.
13.2. If any delays or return visits are caused by any act or omission on the part of the Customer his workmen or agents or the unsuitability of the access to the site for delivery of the Goods (including any delay to the start of the Contract Works) the Company shall be entitled in addition to its other remedies to make an additional charge which shall be specified by the Company and agreed in writing by the Customer before such works are undertaken or alternatively, the Company may, at its option, charge an additional £25 per man hour standing time, as well as the cost of storage of the Goods and their redelivery. If the Customer is uncertain whether amenities and site conditions are satisfactory he should notify the Company prior to the commencement of the Contract Works.
13.3. The Customer shall ensure an adequate supply of all services necessary for the carrying out of the Contract Works on site.
13.4. The Company shall not be held responsible for departures from the Contract specifications or drawings arising from site conditions or unforeseen circumstances of any kind or unless stated in its Quotation to the contrary it shall be deemed for all purposes unaware of all concealed factors which might adversely affect the proposed works or any factors unknown to the Company at the date when the Quotation was given.
13.5. The Company shall be entitled to increase the Quotation price for such extra work as shall be involved in dealing with concealed factors
13.6. Where the Services form part of a project being undertaken by the Customer and the Customer has part of the works for such project carried out either by himself or his workmen or agents or by any person firm or company not connected with the Company and not acting under its direct authority and such works appear to the Company likely to occasion damage to or adversely affect the Contract Works then any warranties or guarantees given either expressly or impliedly affecting the Services undertaken by the Company shall be void and of no effect.
13.7. The Company shall not be bound to carry out any works in addition to the Contract Works but if the Company shall undertake any such works at the request of the Customer the price of such extra works shall be calculated as if the same constituted a separate contract requiring separate attendance of men and delivery of plant and materials. Payment for such additional works shall be due when invoiced by the Company and any queries about such invoice must be made to the Company within 7 days of receipt.
13.8. This clause shall apply where the Contract is for delivery only of the Goods, in which case the Company will have performed its obligations under the Contract upon delivery of the Goods in accordance with the agreed specification to the agreed site and the Customer is solely responsible for offloading the Goods from the carrier, storage and installation.
14. LIMIT OF LIABILITY
14.1. The entire liability of the Company to the Customer under or in connection with the Contract and these conditions (whether in respect of the provisions of the Goods and/or Services, damages, breach, indemnity, or otherwise) shall not in any circumstance exceed the amount of the charges paid by the Customer to the Company for the provision of the Goods and/or Services for the period not exceeding the proceeding 6 months.
14.2. Notwithstanding anything to the contrary in this Contract, the Company shall not, except in respect of death or personal injury caused by the negligence of the Company or in respect of liability under the Consumer Protection Act 1987, be liable to the Customer by reason of any representation or implied warranty, condition or other term or any duty at common law, or under the express terms of this Contract, for any consequential loss or damage (whether for loss of profit or otherwise and whether occasioned by the negligence of the Company or its employees or agents or otherwise) arising out of or in connection with any act or omission of the Company relating to the Supply of Goods or parts their resale by the Customer or their use by any customer, or the supply of any Services.
14.3. Upon the Customer notifying the Company within 5 days of delivery of any fault, defect, damage in transit, miss delivery or quantity discrepancy and upon the fault, defect, or damage in transit miss-delivery or quantity being established to the Company’s satisfaction, the Company shall use its best endeavours to replace such goods or to make up any shortage. If the goods delivered are not in accordance with specification, the Company shall accept the same for credit and replacement. All goods replaced hereunder remain our property.
14.4. The Company shall not replace goods or make up shortages;
- if faults or defects, damage in transit, miss-delivery or quantity discrepancy are not notified in accordance with the clause above
- in respect of which the Purchaser or any third party has without the Company’s previous written consent effected modification or repairs
- if the faults or defects were caused by incorrect or negligent handling, disregard of operation instructions, unsuitable work, faulty erection or any other default by the Customer its agents or any other third party
- if the faults or defects were caused by fair wear and tear, accident or any other matter beyond the Company’s reasonable control occurring after the date of arrival.
- save as provided herein, the Company shall not be liable in negligence, tort, and contract or otherwise for damages in excess of the total price stated in the Contract, even if the Customer’s loss or damage results from a fundamental breach or repudiation and even if further performance of the contract is frustrated the Customer shall also indemnify the Company against all actions, claims or demands by third parties in tort or otherwise arising directly or indirectly in connection with the goods to the extent that the same exceeds the limitation of liability aforesaid.
14.5. These Conditions are in lieu of all conditions, warranties or other terms as to description, fitness for purpose, condition, merchantability, quantity or otherwise in respect of the goods or packing, whether expressed in the contract or implied by Common Law custom or statute and notwithstanding that such purpose or condition may be, may become or may have been known to the Company. These clauses apply to the extent permitted by the Unfair Contract Terms Act 1977 or other similarly applicable legislation. The statutory rights of a consumer are not affected.
14.6. The Company shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Customer material or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or any other fault of the Customer.
14.7. Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any term or and duty for any loss of anticipated savings, business revenues, or profits (whether categorised as direct or indirect) or any indirect, special or consequential loss, loss of goodwill, data and all other such loss) whether or not arising in the normal course of business), or other economic loss or other claims however caused under the Contract or the provision of the Services.
14.8 The Customer agrees and acknowledges that the allocation of risk in this clause is fair and reasonable in the circumstances having been taken into account by the Company in setting the level of Charges and agreeing the extent of Services.
15. HEALTH AND SAFETY
15.1. Notice is hereby given to the Customer of the instructions to use cautionary notices and other technical information supplied to the Customer with the Goods.
15.2. Upon completion of any installation by the Company the care safety and cleanness of the Goods shall be the Customer’s responsibility.
15.3. The attention of the Customer is drawn to the provision of Section 6 of the Health and Safety at Work . Act 1974. The Company will make available upon request, information on the method of construction and manufacture to ensure that, as far as is reasonably practicable they are safe and without risk to health when properly used. It is the responsibility of the Customer to take such steps as are necessary to ensure that appropriate information relevant to the goods is made available to its employees and any person to whom the Customer supplies them.
16. DAMAGE TO GOODS
16.1. The Customer shall indemnify the Company from and against all damage occasioned by any trespass or any act omission or default of the Customer or any other person not in the employ of the Company occasioning damage to the Goods or any of the Contract Works.
17. INSOLVENCY OF CUSTOMER
17.1. These clauses shall apply if:
- the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of an amalgamation or reconstruction); or
- an encumbrance takes possession of or a receiver is appointed in respect of any of the property or assets of the Customer; or
- the Customer ceases or threatens to cease to carry on business; or
- anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the Customer; or
- the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
17.2. If this clause applies then without prejudice to any of the right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary or the Company may, at its option, re-take possession of such Goods and the Customer hereby grants to the Company a licence to enter upon any premises or land within the control of the Customer for such purpose.
17.3. Without prejudice to any other right or remedy of the Company in the event of a termination under these clauses, the Company shall be entitled to be paid the price of all Goods ordered and all Services performed under this Contract and the price shall immediately become due for payment upon such termination.
18. WARRANTY TERMS
18.1. When payment of all monies due under any Contract between the parties has been made in accordance with the terms of the Contract and unless notified by the Company to the Customer prior to the conclusion of the Contract Goods supplied have the benefit of a 12 month warranty against defective materials or workmanship subject to clauses 88 and 89.
18.2. This warranty shall not apply to subcontract works or customer specified materials or goods or services which shall be the responsibility of the Customer at his own cost.
18.3. In the case of defective goods or parts not manufactured by the Company the Customer shall be entitled so far as possible to the benefit of any guarantees given by the manufacturers and the Company’s liability shall be limited to the benefit of such guarantees the terms of which will be notified to the Customer upon request.
18.4. The Company makes no express warranties and specifically disclaims any implied warranties including any implied warranty of merchant ability or fitness for a particular purpose with respect to the performance of services under the Contract and these Conditions to the extent permissible by law.
18.5. The Company does not guarantee anything contained in the Contract or these Conditions shall be construed as a Guarantee that the service performed or to be performed by the Customer will achieve any projected level of results.
19.1. No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision of this Contract.
20. NO SET OFF OR RETENTION
20.1. All sums payable by the Customer under this Contract shall be paid in full without any set-off or counterclaim and (save insofar as required by law to the contrary) free and clear of and without any retention, deduction or withholding whatsoever. If the Customer is at any time required (whether by law or otherwise) to make any retention, deduction or withholding from any payment to the Company, then the Customer will immediately pay to the Company such additional amounts as will result in the Company receiving the full amount it would have received had no such retention, deduction or withholding been required. The Customer agrees with the Company not to set off for any reason any money payable by it to the Company under the Contract.
21. DISPUTE RESOLUTION
21.1. The parties will each use their reasonable efforts to negotiate in good faith and settle any major or material dispute that may arise out of or relate to the Contract, these Conditions, the Services or any breach of contract. If any such dispute cannot be settled amicably through ordinary negotiations by the respective representatives, the dispute shall be referred to the senior representatives nominated by the managing director of the Company and the Customer’s managing director who will meet in good faith in order to try and resolve the dispute.
21.2. If the dispute or difference is not resolved as a result of such meetings either party may (at such meeting or within ten (10) days of its conclusion) propose to the other in writing that structured negotiations be entered into with the assistance of a neutral adviser or mediator (“the adviser”) before resorting to litigation with costs shared equally.
21.3. It the parties fail to reach agreement in the structured negotiations within twenty one(21) days of the Adviser being appointed, either party may then refer any dispute to litigation.
22. ACKNOWLEDGEMENTS AND GENERAL MATTERS
22.1 The parties acknowledge that the Services may not be fault free and may be impaired by matters, conditions or circumstances beyond the Company’s control and the Customer will be entitled to the quality of Service generally provided by the Company to their customers.
22.2.The Customer agrees that (save in respect of statements made fraudulently) it shall have no remedy in respect of any untrue statement upon which it relied in entering the Contract and that its only remedies shall be for breach of contract.
22.3. If any terms or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provisions eliminated.
22.4. These Conditions (together with the terms (if any) set out in the Contract, any services sheet or specification and/or charges sheets) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied expect in writing between the parties.
22.5. The Contract and these Conditions shall be governed by the law of England and Wales, and the Customer submits to the exclusive jurisdiction of the courts of England and Wales.