These Terms and Conditions shall apply to the provision of the services detailed overleaf (“Services”) by Extract Insulation Ltd of Quay West Business Centre, Quay Lane, Gosport, Hampshire PO12 4LJ (“Supplier”) to you (“Client”). No other terms and conditions shall apply to the provision of Services unless agreed upon in writing between the Provider and the Client.
2.1 A “business day” means any day other than a Saturday, Sunday or bank holiday.
2.2 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
2.3 Words imparting the singular number shall include the plural and vice-versa.
3.1 With effect from the commencement date stated in this quotation and in consideration of the Fees being paid in accordance with these Terms and Conditions, the Supplier shall provide the Services to the Client.
3.2 The Supplier shall use reasonable care and skill in its performance of the Services and shall ensure compliance with any and all relevant codes of practice.
3.3 The Supplier shall use its best and reasonable endeavours to complete its performance of the Services within the time agreed as set out in this quotation; however time will not be of the essence in the performance of these obligations.
4. Client Obligations
4.1 The Client shall use its best and reasonable endeavours to provide the Supplier with access to any and all relevant information, materials, properties and other matters which are required to enable the Supplier to provide the Services.
4.2 The Client shall use its best and reasonable endeavours to acquire any permissions, consents, licences or other matters which are required to enable the Supplier to provide the Services.
4.2 The Supplier shall not be liable for any delay or failure to provide the Services where such delay or failure is due to the Client’s failure to comply with the provisions of this Clause 4.
5. Fees and Deposit
5.1 The fees (“Fees”) for the Services are set out in this quotation.
5.2 In addition to the Fees, the Supplier shall be entitled to recover from the Client reasonable incidental expenses for materials used and for third party goods and / or services supplied in connection with the Services.
5.3 The Client shall pay the Supplier for any additional services provided by the Supplier that are not specified in this quotation in accordance with the Supplier’s then current, applicable £100 hourly rate in effect at the time of performance or such other rate as may be agreed between the Supplier and the Client. The provisions of sub-Clause 5.2 shall also apply to such additional services.
5.4 The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
5.5 The Client shall be required to pay a deposit (“Deposit”) as detailed in this quotation either at the time of accepting this quotation or within 7 day of acceptance.
5.6 If the Client does not pay the Deposit to the Supplier in accordance with sub-Clause 5.5 the Supplier shall have the right to withhold provision of the Services until the Deposit is received or may terminate in accordance with Clause 9.
5.7 The Deposit shall be non-refundable unless the Supplier fails to provide the Services and is at fault for such failure (where the failure is not the fault of the Supplier, no refund shall be made).
6. Quotation, Contract and Variation
6.1 This quotation constitutes written acceptance and confirmation by the Supplier of the Client’s order for the Services (as agreed between the Supplier and the Client).
6.2 Having issued this quotation which is a contractual offer to provide the Services, the Supplier agrees to enter into a contract for the provision of Services upon the Client’s written acceptance of this quotation and of these Terms and Conditions.
6.3 This quotation is valid for a period of 30 days only from the date shown overleaf unless expressly withdrawn by the Supplier at an earlier time.
6.4 Either the Supplier or the Client may cancel the order for any reason prior to the Client’s acceptance (or rejection) of this quotation.
6.5 If the Client wishes to vary any details of the Services it must notify the Supplier in writing as soon as possible. The Supplier shall endeavour to make any required changes and additional costs shall be invoiced to the Client.
6.6 If, due to circumstances beyond its control, the Supplier has to make any change in the Services or the arrangements relating to the provision thereof, it shall notify the Client immediately. The Supplier shall endeavour to keep any such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
7.1 Following the Client’s acceptance of this quotation, the Supplier shall invoice the Client for the Fees either:
(a) Upon completion of its provision of the Services; or
(b) On the invoice dates set out in this quotation.
7.2 The Client shall pay the Fees due within 7 days of the date of the Supplier’s invoice or otherwise in accordance with any credit terms agreed between the Supplier and the Client.
7.3 Time for payment shall be of the essence of the Contract between the Supplier and the Client.
7.4 If the Client fails to make payment within the period in subClause
7.2, the Supplier shall charge the Client interest at the rate of 7% per annum above the Barclays Bank base rate from time to time on the amount outstanding until payment is received in full.
7.5 Receipts for payment will be issued by the Supplier.
7.6 All payments must be made within 7 days unless otherwise agreed in writing between the Supplier and the Client.
8.1 The Supplier shall be free to sub-contract the provision of the Services (or any part thereof).
8.2 Where the Supplier sub-contracts the provision of the Services or any part thereof it shall ensure that any and all subcontractors are reasonably skilled in the relevant practices and shall not pass any additional charges that may be incurred through the use of such sub-contractors on to the Client.
9.1 The Supplier may terminate the provision of the Services immediately if:
(a) The Client commits a material breach of its obligations under these Terms and Conditions; or
(b) The Client is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors.
10. Intellectual Property
The Supplier reserves all copyright and any other intellectual property rights (if any) which may subsist in the products of, or in connection with, the provision of the Services. The Supplier reserves the right to take such action as may be appropriate to restrain or prevent the infringement of such intellectual property rights.
QUOTATION TERMS AND CONDITIONS
11. Liability and Indemnity
11.1 If the Supplier fails to perform the Services with reasonable care and skill it shall carry out all required remedial action at no additional cost to the Client.
11.2 The Supplier shall not be liable to the Client or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if such delay or failure is due to any cause beyond the Supplier’s reasonable control.
11.3 The Client shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the Supplier arising from any loss or damage to any equipment (including that belonging to third parties) caused by the Client.
11.4 The Insulation Extractor shall ensure that he has in place at all times suitable and valid insurance which shall include public liability insurance.
11.5 The Insulation Extractor’s total liability for any loss or damage caused as a result of its negligence or breach of these Terms and Conditions or of the Agreement shall be limited to £10,000.
12. Force Majeure
Neither party shall be liable for any failure, or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
13.1 All notices under these Terms and Conditions shall be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
13.2 Notices shall be deemed to have been duly given:
(a) When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
(b) When sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
(c) On the fifth business day following mailing, if mailed by national ordinary mail; or
(d) On the tenth business day following mailing, if mailed by airmail.
13.3 All notices under these Terms and Conditions shall be addressed to the most recent address, email address or fax number notified to the other party.
14. No Waiver
14.1 No waiver by the Supplier of any breach of these Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.2 No failure or delay on the part of either the Supplier or the Client to exercise any right, power or privilege under these Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.
The Insulation Extractor guarantees that all Services provided shall be free from any and all defects for a period of 12 months following completion of the Job. If any defects of the Services appear during the guarantee period set out in sub-Clause 10.1 the Insulation Extractor shall rectify any and all such defects at no cost to the Customer.
In the event that one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable).
17. Consumer Rights
Nothing in these Terms and Conditions shall affect the Client’s statutory rights as a consumer.
18. Dispute Resolution
18.1 The Parties shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
18.2 If negotiations under sub-Clause 27.1 do not resolve the matter within 28 Days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.
18.3 If the ADR procedure under sub-Clause 27.2 does not resolve the matter within 28 Days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
18.4 The seat of the arbitration under sub-Clause 27.3 shall be England and Wales. The arbitration shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties. In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.
18.5 Nothing in this Clause 27 shall prohibit either Party or its affiliates from applying to a court for interim injunctive relief.
18.6 The decision and outcome of the final method of dispute resolution under this Clause 27 shall be final and binding on both Parties.
19. Law and Jurisdiction
19.1 These Terms and Conditions (including any noncontractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
19.2 Any dispute, controversy, proceedings or claim between the Seller and the Buyer relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.