a) In these terms and conditions “Company” means Calibre Precision Climate Control Limited (a Limited Company registered in England and Wales under number 12331221, with registered office at Noble House, Eaton Road, Hemel Hempstead, Hertfordshire HP2 7UB); “Buyer” means the entity or person who places an order with the Company or otherwise agrees to buy Products from the Company; “Quotation” means an offer by the Company to supply Product to the Buyer for a stated price; “Products” means equipment, goods, materials, works, documents, designs, software programs, and any services including advice and information given on a consultancy basis whether verbal, electronic or hard copy, supplied by the Company; “Contract” means any agreement entered into between the Company and the Buyer where the Buyer accepts the Company’s Quotation.
b) All Contracts are subject to these terms and conditions to the exclusion of any other terms that the Buyer may try to impose or imply by trade, custom, practice, or course of dealing, and these terms and conditions, with the Contract shall constitute the entire agreement between the Company and the Buyer.
c) All Contracts are governed by UK law under the Supply of Goods and Services Act 1982 and other relevant statutory legislation.
d) A person or entity who is not a party to such Contract has no rights to enforce its terms.
e) Words imparting the singular shall include the plural and vice-versa.
f) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
a) All prices are exclusive of Value Added Tax, carriage and insurance unless otherwise stated in writing.
b) Any Quotation provided by the Company to the Buyer shall expire after 30 days unless otherwise stated.
c) The Company reserves the right to reasonably change the pricing of Quotations and Contracts in consequence of market pricing fluctuations, product unavailability and/or other causes beyond the Company’s reasonable control.
3) Terms of Payment
Unless otherwise stated in the Contract, all monies are due for payment within 14 days of invoice date.
If the Buyer defaults or delays payment of all monies, the Company may do any of or any combination of:
a) Suspend the supply of Products to the Buyer
b) Charge interest on money owed at the rate of 8% per annum above the current published base rate
c) Repossess and remove from the Buyer’s premises the Products for which all monies have not been received.
The Buyer accepts fiduciary responsibility to the Company for all Product supplied until all monies have been received.
4) Legal Ownership and Right of Use
a) Ownership of Products shall remain with the Company, and the Buyer shall have no right to use or benefit from the use of the Products until the Company has received all monies for those Products.
b) In the event of the insolvency of the Client as defined under the Insolvency Act 1986, any Products not paid for and held by the Client in accordance with this clause 4, shall be deemed to be the property of the Company with agreed rights of recovery and under such event any Product not delivered shall remain vested in the Company until all monies thereof are received.
Risk in the Products shall pass from the Company to the Buyer on delivery to the Buyer or to the Buyer’s appointed carrier, whether delivered by the Company, by a carrier engaged by the Company, or by any other means the Company shall arrange.
6) Counterclaim, Set-Off/Deduction
a) The Buyer shall not be entitled to make counterclaims, set-off or deductions from any monies due to the Company.
b) The Company may exercise its rights to equitable set-off in the event of a payment default including for any reasonable cost, loss and/or expense incurred which shall be deemed to be within the reasonable contemplation of the Buyer.
a) The specification of the Products is as stated in the Contract itself and is not altered or supplemented by any other marketing material or publication.
b) The Company reserves the right without notice and without affecting the validity of the Contract to make such changes in materials, dimensions and design as are reasonably necessary for the carrying out of the Contract.
8) Information and Advice
a) Advice or information given by any member, employee, or agent of the Company (including advice and information given on a consultancy basis as a Product), carries no warranty and the Company shall not be liable for losses arising from the reliance upon or use of such advice or information unless an express warranty is incorporated into the Contract.
b) Any Quotations, proposals, recommendations, advice or suggestions made by the Company do not include any implied guarantees of performance over and above what is stated expressly in the Quotation, proposal, recommendation, advice etc.
9) Limit of Liability
Subject to its full liability under UK legislation, the Company disclaims liability for the following events as a result of carrying out the Contract:
a) Any loss of profit or indirect or consequential loss, unliquidated damages or Liquidated Ascertained Damages arising under or in connection with the agreement between the Company and the Buyer
b) Any loss caused by circumstances beyond the reasonable control of the Company, or not caused by the Company’s negligence
c) The Company shall not be liable to the Buyer and shall be held harmless for any loss or damage which may be suffered by the Buyer as a direct result of the Company’s duties and/or obligations in the Contract being prevented, hindered, delayed or rendered uneconomic by reason of any Force Majeure circumstances and any of the following events: any act of God, war, riot or civil commotion, political, climate change or other demonstration, any act or threat of terrorism, strike, lock-out, industrial action, electricity surge, fault or abnormality, accident, breakdown of plant or machinery, fire, flood, drought, storm, extreme weather conditions, aircraft or articles dropped therefrom, difficulty or unavailability in obtaining goods and/or materials or transport, national or global pandemic, any nuclear incident or release of toxic substance, catastrophic failure of IT, cyber-attacks, hacking, internet failure or any other circumstance beyond the reasonable control of the Company.
d) It is a specific condition of the Company delivering/ installing Products that whilst carrying out works competently and in good faith, the Company shall not be held liable beyond its liability under statute law for any damage howsoever and by whomsoever caused to the structure or its surroundings, attachments, or other goods in the vicinity.
e) Notwithstanding any reasonable endeavours by the Company to provide protection for the Products supplied, the Company excludes all liability for loss or expense due to damage to property, fixtures, fittings, plant and material or the like, as included as part of the works installed by others and shall not be held liable for any damage caused by others to the Products supplied.
f) In all cases, the Company’s total liability to the Buyer whether in breach of Statutory duty and in Tort, Misrepresentation or otherwise, shall, as far as is allowable under law, not exceed 20% of the Contract value.
Where the Company is responsible for any design portion, the Company shall use the reasonable skill and care to be expected of a competent professional designer experienced in designing works of a similar size and scope. For clarity, no provision in this agreement shall be construed as providing any obligation of liability for fitness of purpose.
Any time named by the Company for delivery or installation of Products is an estimate only, and while every effort will be made to deliver on time the Company will not be liable for any consequences of a delay in delivery or installation and time shall not be deemed to be of essence
a) All warranties, including manufacturer’s warranties held through the Company, shall only be effective if all monies for the Product have been received by the Company.
b) Any warranty given will be void if Products are subject to misuse or damage after the Buyer has taken delivery of them or are not sufficiently maintained by the Company in accordance with the manufacturer’s recommendation.
c) Unless expressly stated in the Contract, any warranty provided by the Company is limited to twelve (12) months and no further liability shall be implied or imposed under any circumstances whatsoever.
13) The Buyer’s Responsibilities
a) The Buyer is responsible for obtaining any consents or permissions required for the carrying out of the Contract.
b) Where the Contract involves works the Buyer must give the Company unimpeded access to the site at all times as agreed for carrying out the work and provide areas for storage of goods and/or materials.
c) The Buyer shall provide to the Company access to services and utilities including electricity and water.
14) Variations to Contracts
Any request for variations to a Contract in progress will result in a revised Quotation being issued including for additional pricing on a fair and reasonable basis and any changes to delivery times; the Quotation may include any loss or expense due to interruption of the Contract. A variation may be requested as a result of an addition to the Product supplied or a change of specification. Further works under the original Contract may not be possible until the customer has accepted or declined the revised Quotation. The Company reserves the right not to provide a Quotation for a requested variation and shall not be obliged to conform to any such a request or instruction unless as agreed by the Company.
a) The Company may sub-contract the whole or any part of the Contract as it deems necessary.
b) The Buyer must obtain the Company’s consent before assigning their benefit under the Contract to any other person or entity.
16) Intellectual Property
The Company provides to the Buyer, subject to all sums being due are paid, an irrevocable licence to use the Companies intellectual property for the purposes of the Contract always providing that the intellectual property shall remain vested in the Company. The Buyer shall have no further rights to the use of the intellectual property for any other purposes whatsoever and shall indemnify the Company for any costs, losses and expense incurred, (including loss of profit and loss of business) as a consequence of a breach of this provision.
The Buyer shall not terminate or cancel the Contract save only for substantial breach on the part of the Company.
The Company reserves the right to terminate any Contract with the Buyer by written notice at any time if the Buyer:
a) Commits a breach of such Contract and, in the case of a breach capable of remedy, they fail to remedy the breach within 7 days of being required to do so in writing. For avoidance of doubt, such a breach shall include for a payment default of no less than 30 days.
b) Becomes insolvent, or has a liquidator, receiver, manager, or administrative receiver appointed as in the meaning of the insolvency act 1986
19) Delays at Site
If the Company cannot deliver Products or commence work on an agreed date because of:
a) The Buyer requesting the Company not to
b) The site not being ready
c) The Buyer delaying design approval
d) Any default on the part of the Buyer
Or if there is any interruption to the continuity of the Company’s work in a logical sequence then the Buyer shall recompense the Company in the terms set out below. Compensation is to comprise:
i. All direct costs incurred by the Company, including (without limitation) abortive journeys, labour, waiting time, additional handling, storage and transport costs, etc. (provided that in the case of labour costs, no charge will be raised if 7 days’ notice of the postponement is given); and
ii. If the total delay exceeds 14 days, 1% of the Contract price per calendar month or part thereof of the delay by way of liquidated damages to compensate the Company for its indirect costs resulting from the delay.
20) Data Protection
The Buyer acknowledges that the Company shall process data and information as reasonably required to enable the Contract to be fulfilled. The parties agree that the Buyer shall be the Data Controller and the Company the Data Processor as defined in the General Data Protection Regulations Act. The Company warrants that it shall not disclose data to any third party other than any employees, agents, sub-contractors, or suppliers in respect of fulfilling the Contract.
Any notice given under this Agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or sending it by pre-paid recorded delivery or registered post to the relevant party at its registered office for the time being or by email. Any such notice shall be deemed to have been received:
a) if delivered personally, at the time of delivery; or
b) in the case of pre-paid first class recorded delivery or special delivery, 48 hours from the date of posting.
c) If by email, on the same day as sent.
If any term or condition is found to be unlawful or unenforceable by law, such provisions shall be deemed to be severed from the agreement and the remaining terms and conditions shall be held to be valid and enforceable.
23) Law and Jurisdiction
This agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement shall be subject to the exclusive jurisdiction of English and Welsh courts.