a) In these conditions the “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, England, HP2 7UB); “Products” means equipment, materials and any services supplied by the Company; the “Buyer” means the organisation or person who places an order with the Company or otherwise agrees to buy Products from the Company. Any agreements entered into between the Company and the Buyer, purchasing any Products from the Company, is governed by UK law under the Supply of Goods and Services Act 1982 and other relevant statutory legislation, and subject to these Terms and Conditions.
b) In any dispute, these terms and conditions shall take precedence over all other terms and conditions.
c) A person who is not a party to this Agreement has no rights to enforce its 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) Quoted prices, while given in good faith, are subject to change without notice due to suppliers’ price fluctuations and other causes beyond the Company’s control.
3) Terms of Payment
The Seller is not registered as a high value dealer (as defined in the Money Laundering Regulations 2007). It is the Seller’s policy not to accept cash payments in excess of £2,500.
Unless otherwise stated in the contract, all invoices are due for payment within 14 days of invoice date.
If the Buyer defaults or delays payment, the Company may do any combination of:
a) Suspend the supply of Products to the Buyer;
b) Charge interest on money owed at the rate of 4% per annum above the current published base rate;
c) Repossess and remove from the Buyer’s premises the Products for which payment has not been received.
4) Legal Ownership
Ownership of Products shall remain with the Company until the Company has received full payment for those Products.
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 or by a carrier engaged by the Company.
6) Counterclaim, Set-Off/Deduction
The Buyer shall not be entitled to make counterclaims, set- off or deductions from any monies due to the Company. Any alleged counter-claim etc. must be lodged with the Company and pursued as though it were a separate legal transaction.
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, while given in good faith, shall not be legally binding.
b) Any quotations, proposals, recommendations or suggestions made by the Company are made in good faith but do not include any implied guarantees of performance over and above what is stated in the quotation/proposal/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 duties and/or obligations of the seller 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, 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 increase in obtaining materials or transport, national or global pandemic, any nuclear incident or release of toxic substance, or other circumstances beyond the reasonable control of the Company.
d) All air conditioning and ventilation systems can, in certain circumstances, leak water and it will be deemed that the Buyer is aware of this and will use discretion in what they place under any part of such systems.
e) It is a specific condition of the Company delivering/installing Products that whilst carrying out works competently and in good faith, the Company is not liable beyond its liability under statute law for any damage howsoever and by whoever caused to the structure or its surroundings, attachments or other goods in the vicinity.
f) 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, where there has been negligence in providing suitable and adequate protection.
g) In all cases, the Company’s total liability to the Buyer whether in breach of Statutory duty and in Tort, Misrepresentation or otherwise, shall not exceed the price of the Products supplied to the Buyer.
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 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.
a) All guarantees, including manufacturer’s guarantees held through the Company, shall only be effective if the full payment for the products has been received by the Company.
b) Any guarantee 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.
13) The Buyer’s Responsibilities
a) The Buyer is responsible for obtaining any consents or permissions for carrying out the work.
b) The Buyer must give the Company unimpeded access to the site at all times as agreed for carrying out the work.
14) Variations to Quotation
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 works or goods 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 to decide not to quote for a requested variation and shall not be obliged to conform to such request.
a) The Company may sub-contract the whole or any part of the contract, and will take responsibility for its quality as if it were its own.
b) The Buyer must obtain the Company’s consent before assigning his benefit under the contract to any other person or company.
Any quotation including specification, drawing or other particulars submitted to the Buyer remain the property of the Company and must not be disclosed to any third party without the Company’s permission and any copyright shall remain vested in the Company.
The Buyer agrees that if he cancels the contract he will indemnify the Company against any loss (including loss of profit) and any additional cost resulting.
The Company reserves the right to terminate any contract entered into 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, he fails to remedy the breach within 7 days of being required to do so in writing.
b) Becomes insolvent, or has a liquidator, receiver, manager or administrative receiver appointed.
Calibre Climate Control LLP (reg. OC385880) shall have the rights to novate any contract to Calibre Precision Climate Control Ltd (reg. 12331221) and vice versa. This novation shall not materially affect the contract or the rights and remedies of either party, and the Buyer shall be deemed to have agreed to this novation.
20) 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) Any default on the part of the buyer.
d) 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, fitters labour, waiting time, additional handling, storage and transport costs, etc. (provided that in the case of fitters 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.
21) 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 the fulfilling of the contract.
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.