Terms & Conditions

1. General

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.

2. Prices

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.

5. Risk

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.

7. Specification

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 always to the Company’s full liability under UK statute, the Company shall not be liable for:

a) Any loss of profit, indirect or consequential loss, unliquidated damages, or liquidated and ascertained damages arising out of or in connection with the Contract;

b) Any loss or damage caused by circumstances beyond the Company’s reasonable control including for any delay not caused by negligence of the Company;

c) Any loss or damage to property, furnishings, fixtures, fittings, decorations, or personal items not directly related to the Products supplied and installed, unless such loss or damage is caused solely by the Company’s proven negligence;

d) Any loss or damage caused or contributed to by third parties, other contractors, or by the Buyer’s failure to follow the Company’s reasonable instructions or recommendations;

e) Any damage arising from concealed services, structural weaknesses, or pre-existing defects at the site which were not reasonably apparent on visual inspection.

In all cases, the Company’s total liability to the Buyer—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—shall, as far as legally permissible, be limited to the lesser of:

(i) the direct cost of remedying any proven damage, or

(ii) 20% of the Contract value.

9A) Protection of Furnishings and Property

a) The Buyer acknowledges and accepts responsibility for ensuring that all furnishings, decorations, flooring, artwork, and other valuable or delicate items within or adjacent to the work area are suitably protected, removed, or covered prior to commencement of the Company’s works.

b) Unless expressly agreed inwriting, the Company is not responsible for providing protective coverings, dust sheets, or any other form of protection for furnishings or finishes.

c) The Buyer shall indemnify and hold harmless the Company against any claim, cost, or expense arising from damage to or soiling of furnishings, finishes, or property unless such damage is caused solely by the Company’s proven negligence.

d) The Buyer must give the Company clear written notice of any particularly valuable, fragile, or irreplaceable items in or near the work area prior to commencement of works. The Company shall not be liable for any loss or damage to such items if notice is not given.

e) The Company reserves the right to suspend or refuse works where, in its reasonable opinion, adequate protective measures have not been implemented by the Buyer or others acting on their behalf.

10. Design

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.

11. Timing

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

12. Warranties

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.

15. Sub-Contracting

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.

17. Cancellation

The Buyer shall not terminate or cancel the Contract save only for substantial breach on the part of the Company.

18. Termination

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.

21. Notices

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.

22. Severance

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.