(1)These Terms and Conditions when taken together with any quotation prepared by Past Limited (“the Company”) shall constitute the entire agreement for the delivery of Services to the Customer. The following phrases shall have the meanings ascribed to them:
“Agreement” means these Terms and Conditions taken together with any quotation for the provision of Services prepared by the Company;
“Appliance” means an item of electrical equipment as defined under The Electricity at Work Regulations 1989 Regulation 2 to be tested under the Agreement;
“Order” means the offer to purchase Goods and / or Services made by the Customer to the Company howsoever expressed and the verb ‘to Order’ shall be construed accordingly;
“Services” means the testing of Appliances and any other facility or service provided by the Company under the Agreement.
(2)Headings are included in these Terms and Conditions for convenience only and shall not affect the construction or interpretation of them.
(3)In these Terms of Sale unless the context otherwise requires:
(a)a word importing the singular includes the plural and vice versa;
(b)a word importing a gender includes each other gender;
(c)a reference to any document is a reference to that document as varied, notated or replaced from time to time;
(d)‘in writing’ shall be taken to include communications made by email.
(1)These Terms and Conditions shall apply to all contracts for the provision of Services to the Customer to the exclusion of any other terms and conditions including those specified by the Customer.
(2)An Order from the Customer shall constitute a contractual offer (if capable of acceptance) to the Company. No Order shall be binding on the Company or deemed to be accepted by the Company unless and until the Company’s own written acknowledgement and acceptance of such Order is issued to the Customer by the Company.
(3)Acceptance of an Order will be by email notification from the Company to the email address provided by the Customer unless the parties have agreed otherwise.
(4)The Company shall not be bound by any terms and conditions set out in the Customer’s Order or as may be contained in any other Customer documentation and it is intended that these Terms and Conditions shall supersede and prevail over any other terms referred to by the Customer.
(5)No previous correspondence, faxes, emails or verbal communications between the Customer and the Company regarding the Services shall form any part of or be incorporated into the Agreement.
(6)All quotes provided by the Company are based upon information provided by the Customer. If it is later found that, because of the provision of incorrect, misleading or incomplete information by the Customer, the Services required by the Customer are different to those Services for which the Company quoted or on which the Customer’s Order was accepted, the Company shall be entitled at its discretion to deliver only the Services previously agreed. It may at its discretion accept any offer of the Customer for the provision of further Services.
(7)The Company will use due care and skill in delivering the Services but cannot and does not guarantee or warrant that any Appliance which is tested and which has passed the testing shall, after testing, continue to be free from any malfunction, error, incapacity or other fault of any description.
(1)An Agreement for the delivery of Services may only be cancelled by the Customer when the purported cancellation is confirmed as agreed by the Company in writing.
(2)Where the Customer seeks to cancel an Agreement within one week of the agreed date for the provision of those Services, a cancellation fee of 20 per cent of the quoted Agreement value shall become due and payable and the Customer agrees and understands that this cancellation fee is a fair and reasonable pre-estimate of the loss to the Company for the cancellation of the Agreement.
(1)The Customer shall ensure that the Company may enter onto the Customer’s premises at the agreed time and date and that all Appliances to be tested are readily available to be tested in a safe environment and are easily accessible. The Customer shall ensure that the Company is fully informed of any potential hazards or dangers which are or may be present in the premises to which the Company will have access.
(2)Prior to the delivery of the Services the Customer will ensure that any personal data or information of any sort in any format are backed up and preserved so that they are capable of being restored to the condition that they were in before the provision of Services under the Agreement.
(3)The Customer shall inform the Company’s engineer on arrival at the Customer’s premises of any Appliance:
(a)that cannot be disconnected from the mains supply for any reason; or
(b)that is known or believed to be hazardous to inspect or test; or
(c)which is known or believed to be malfunctioning or has malfunctioned; or
(d)which the manufacturer has advised is subject to any special handling or testing requirements.
(4)The Company will attach a label to any Appliance that fails testing. The Company will report each failed Appliance to the Customer and the Company recommends that an Appliance that has failed testing should be withdrawn from use and be repaired or scrapped.
(5)The Customer will be responsible for ensuring that every failed Appliance is immediately withdrawn from use and for arranging its repair or for its disposal.
(1)The price of the Services shall be the Company’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price specified in the Order. Any quoted prices shall remain valid only for 30 days.
(2)The Company reserves the right on the giving of written notice to the Customer to increase the price of Services to reflect any increase in the cost to the Company which is due to any change in delivery dates, quantities or specifications for the Services to be provided as requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.
(3)The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.
(4)Where an invoice is not paid within the agreed terms, the Company shall be entitled to charge interest on any outstanding amounts at the rate of 8 per cent per annum accruing on a daily basis from the due date until payment or later judgement.
(5)The Company may suspend the provision of Services and / or terminate any Agreement to provide Services in the event of any failure on the part of the Customer to make payment to the Company when due under the Agreement or any other contract.
(6)The Company may also withhold and refuse to deliver any certification or records which are created or to be created under an Agreement with a Customer until payment in full under the Agreement and any other contract with the Customer is paid.
(7)For so long as any amounts remain unpaid under this Agreement or any other contract with the Customer, the rights, title and property in any records or certification shall not pass to the Customer.
(1)The Company shall take all reasonable steps necessary to deliver Services at the time and on the date arranged under an Agreement. However time shall not be of the essence and the Company shall not be liable to the Customer by reason of any delay in the delivery of the Services.
(2)Other than because of any act or omission of the Customer, if delivery of the Services be delayed for more than 21 days beyond the date arranged for delivery of the Services, the Customer shall be entitled to terminate the Agreement without liability on the part of either party.
(3)The Company will forward a full written test report and appropriate certification to the Customer on receipt of payment or other settlement of all amounts as then may be due to the Company under this Agreement and any other contract between the parties.
(4)Certain items are to be classed as Appliances under the applicable law. In the case of such items (which include detachable mains leads) these will be identified as separate Appliances and tested.
(5)The Company does not carry out flash testing.
(1)Subject to clause 7(4) below, the Company shall not be liable for any damage caused to any Appliances or by any Appliances unless the damage was caused by a negligent act or omission of the Company. Further the Company can accept no liability for any loss of or damage to confidential information or personal data that occurs during or because of the provision of the Services, howsoever such loss or damage is caused.
(2)Other than for any liability of the Company for causing death or personal injury to any person (which shall not be limited) the total liability of the Company to the Customer under any Agreement shall not exceed the aggregate value of the Services to be delivered under that Agreement.
(3)Any claim against the Company arising under an Agreement must be notified to the Company as soon as reasonably possible and no later than seven (7) days from the date of delivery of the Services.
(4)The Company shall not be liable to the Customer for any loss of business, loss of opportunity, loss of contract, loss of profits or for any consequential or economic loss whatsoever.
In the event that the Customer fails to meet its obligations under clause 4 above, or provides information which is incorrect, incomplete or misleading, and as a result of which injury is caused to the Company’s engineer, the Customer shall indemnify the Company in full against any loss or damages of any nature incurred including legal costs, interest and any penalties.
(1)The Customer acknowledges that it has not entered into this Agreement in reliance upon any statement, assurance or warranty which is not set out in the Agreement. Nothing in this clause shall limit or exclude any liability for fraud.
(2)If any provision or part of a provision of this Agreement shall be or shall become unenforceable, void or invalid (as the case may be) such provision or part thereof shall not affect and shall be deemed to be severed from the remainder of this Agreement to the intent that the remainder of the affected provision and this Agreement shall be or shall continue to be fully enforceable and valid.
(3)Further, in the event that any of these Terms or Conditions shall be found to be void but will be valid if some part thereof was deleted then such Term or Condition shall apply with such modification as may be necessary to make it valid and effective.
(4)No delay by or omission by either party in exercising any right, power, privilege or remedy under this Agreement shall operate to impair such right, power, privilege or remedy or be construed as a waiver thereof. Any single or partial exercise of any such right, power, privilege or remedy shall not preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy.
(5)The Company shall not be held responsible for any failure to perform its obligations here under due to any default due to an act of God, war, strike, lockout, industrial action, fire, flood, drought, storm, road traffic collision or other event beyond the reasonable control of the Company.
(6)The Agreement between the Company and the Customer shall be governed by and construed in accordance with English Law and subject to the exclusive jurisdiction of the English Courts.