In these conditions (unless the context otherwise requires):
- “the Company” means UK Energy Watch Limited and also (where the context so permits) it assigns and any subcontractor for the said company:
- “Services” means the provision of LED lighting solutions and/or expertise (for any part thereof) to be supplied pursuant to the contract;
- “the Buyer” means the Client person, firm or company with whom the Contract is made; “Company’s Premises” means the premises mentioned in the Company’s quotation or other contractual document in respect of the Services or if not mentioned means the Company’s premises at Unit 3, Amy Johnson House, Amy Johnson Way, Blackpool, Lancashire FY4 2FG
- “the Contract” means the Contract between the Buyer and the Company for the purchase of by the Buyer of the Company’s LED lighting services and/or expertise;
- Words in the singular shall include the plural and vice versa, references to any gender shall include the others and references to legal persons shall include natural persons and vice versa;
- The headings in these Conditions are intended for reference only and shall not affect their construction
- These Conditions shall apply to the Contract to the exclusion of any other terms and conditions contained or referred to in any order, letter, form of contract or other communication sent by the Buyer to the Company and the provisions of these Conditions shall prevail unless expressly varied in writing and signed by a Director on the Company’s behalf:
- Any concession made or latitude allowed by the Company to the Buyer shall not affect the strict rights of the Company under the Contract
- If in any particular case any of these Conditions shall be or be held to be invalid or shall not apply to the Contract the other Conditions shall continue in full force and effect
Notwithstanding that the Company may have given a detailed quotation, no request shall be binding on the Company unless and until it has been accepted in writing.
- Unless otherwise agreed by the Company in writing
- The price payable for services shall be the price detailed in the Company’s proposal
- In the case of a request for Services to be on a Capex basis, the Buyer will be invoiced 50% of the project price prior to commencement of the project; 30% on commencement of the project; 20% on completion of the project
- The Company’s quotation is subject to adjustment to take into account any variation in the number of products used for the project since the date of the Company’s original quotation, or at the Buyer’s request. The Company accordingly reserves the right to adjust the invoice price by the amount of any increase or decrease in such costs after the price is quoted and the invoice so adjusted shall be payable as if the price set out therein were the original contract price.
- All prices are exclusive of VAT at the prevailing rate and this will be charged by the Company and will be payable by the Buyer.
5 Additional Costs
The Buyer shall indemnify the Company in respect of any loss, cost, or expense incurred by the Company as a result of, directly or indirectly, of the Buyer’s instructions or lack of instructions or through any failure or delay whatsoever on the Buyer’s part or through any other act, neglect or default on the part of the Buyer, its servants, agents or employees.
The Buyer shall indemnify the Company against all costs, claims, losses, expenses and damages incurred by the Company or for which it may be liable due to or arising directly or indirectly out of any infringement of patents, trademarks, copyrights, design right or other intellectual property might be occasioned by any action or actions by the Buyer.
7 Terms of Payment
- The Buyer shall pay for the services not later than 14 days after the date of the invoice, that payment shall become due in any event forthwith upon the occurrence of any of the events referred to in Condition 12 hereof.
- If the Services are provided on a Capex basis by the Buyer, the Company shall be entitled to invoice the Buyer will be invoiced 50% of the project price prior to commencement of the project; 30% on commencement of the project; 20% on completion of the project
- The price of the Service shall be due in full to the Company in accordance with the terms of the Contract and the Buyer shall not be entitled to exercise any set-off or lien or any other similar right or claim
- The time of payment shall be of the essence of the Contract
- Without prejudice to any other rights it may have, the Company is entitled (both before and after any judgement) to charge interest at a rate equal to the higher of the interest rate payable on court judgement of 3% above the Base Rate from time to time of TSB on overdue payments of the price of the Services or the price of any instalments thereof
8 Provision of Services
- All times, dates or periods given for the provision of Services are given in good faith but without any responsibility on the Company’s part
- Time of provision shall not be of the essence of the Contract
- Any period for provision shall be calculated from the time of the Company’s acceptance of the Buyer’s request or from the Company’s receipt of all information necessary to enable the Company to begin the provision of Services (whichever shall be the later)
- No liability (whether in contract of for negligence or otherwise howsoever) for loss or to the Buyers as a result of the provision of Services or any claim that any Services are not in accordance with the Contract or for non-provision of Services will attach to the Company unless claims to that effect are notified in writing by the Buyer to the Company:
- Within 7 days of any alleged loss, damage, defect or non-compliance with the Contract; or
- Within 10 days of the date of the invoice for non-provision of Services
- In the event of a valid claim for defect, loss, damage or non-compliance with the Contract or non-provision of Services, the Company undertakes at its option to provide the Services concerned by a means decided upon by the Company at its discretion and at its expense but shall not be under any further or other liability in connection with such non-provision of Services, loss, damage or non-compliance.
- If the Buyer shall fail to give notice in accordance with Clause 8(4) above the Services provided shall be deemed to be in all respects in accordance with the Contract and without prejudice to earlier acceptance by the Buyer it shall be found to accept and pay for the same accordingly and all claims in respect of non-provision of Services, loss, damage, defect or non-compliance shall (save as set out in Condition 10 below) thereafter be wholly barred
- The Company shall have the right to provide the Services by instalments and at such intervals as it may decide, and any express provision as to instalments in the Contract shall be in addition to and no in derogation of this right
- Any advice or information given by the Company is given in good faith and expressed as an opinion only on the understanding that the Buyer will use their own skill and judgement in assessing the accuracy and commercial viability thereof before placing reliance upon the same
- All materials and service provided by the Company remain the property of the Company until the Buyer has made payment in full for these services. The Buyer shall not pass ownership of the materials or services to another party without the express written confirmation from UK Energy Watch Limited.
9 Conditions and Warranties
Any conditions or warranties (whether expressed or implied by statute or common law or arising from conduct or a previous course of dealing or trade custom or usage howsoever) as to the quality of the Services provided or their appropriateness for any particular purpose or requirement of the Buyer (even if that purpose or requirement is made known expressly or by implication to the Company) or as to the correspondence of the Services with any description or other provision or standard are hereby expressly negated.
10 Buyer’s Specification
The Company shall not be liable for imperfect Services caused by any inaccuracies in any respect or order of specification supplied by the Buyer.
11. Consequential Loss
The Company shall not be liable for any costs, claims, damages or expenses arising out of any tortuous action or omission or any breach of contract or statutory duty calculated by reference to profits, income, production or accruals or by reference to accrual of such costs, claims, damages or expenses on a time basis.
12. Default or Insolvency of Buyer
If the Buyer shall be in breach of any of its obligations under contract or if any distress or execution shall be levied on the Buyer’s property or assets or if the Buyer shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy or if any bankruptcy petition be presented against him or (if the Buyer is a company) if any Resolution or Petition to wind up such company shall be passed or presented or if a receiver, administrative receiver or administrator of the whole or any part of such company’s undertaking property or assets shall be appointed the Company in its discretion and without prejudice or to any other right or claim may by notice in writing determine wholly or in part any and every contract between the Company and the Buyer or may (without prejudice to the Company’s rights subsequently to determine the Contract for the same cause should it so decide) by notice in writing suspend the provision of Services or any further provision of Services (as the case may be) until any default by the Buyer is remedied.
13. LIMITATION OF LIABILITY
The aggregate liability of the Company (whether in contract or for negligence or breach of statutory duty or otherwise whatsoever) to the Buyer for any loss or damage of whatsoever nature and howsoever causes shall be limited to and in no circumstances shall exceed the price of the provision of the Services.
No statement, description, information, warranty, condition or recommendation contained in any quotation, advertisement or communication or made verbally by and of the Company’s agents or employees shall be construed to enlarge, vary or override in any way of these Conditions.
15. FORCE MAJEURE
The Company shall be entitled to delay or cancel provision of Services, reduce the amount of Services provided if and to the extent that it is prevented from or hindered in or delayed in providing the Services by normal means or provision through any circumstances beyond its control including (but not limited to) strikes, lock-outs, accidents, war, fire, reduction in or unavailability of power.
Save as provided in Conditions 12 and 15 hereof contracts may not be cancelled except by agreement in writing of both parties and upon payment to the Company of such amount as may be necessary to indemnify the Company against all loss resulting from the said cancellation.
The Company will charge a handling fee of 15% for any goods returned.
The Company may assign the Contract with the Buyer or sub-contract the whole or any part thereof to any person, firm or company. The contract will remain in place and the Buyer shall not approach any sub-contractor to procure services directly unless express permission from UK Energy Watch Limited is first granted in writing.
18. PROPER LAW
The Contract shall in all respects be governed by and construed in accordance with English Law and shall be deemed to have been made in England and the Buyer and the Company agree to submit to the non-exclusive jurisdiction of the English Courts and it is agreed that the High Court in Manchester is a convenient forum for the hearing of any dispute.
19. INTELLECTUAL PROPERTY
The Services provided by the Company will remain the intellectual property of the Company until all payments have been received and paid for in full. Where the Buyer fails to make payment in full the Buyer has no legal right to use any materials provided by the Company or not pass ownership of the materials or services to another party without the express written confirmation from UK Energy Watch Limited.
20. PRODUCT SAMPLES
All product samples provided to the client by request will be delivered directly to the customer, it is then the clients responsibility to return any product samples received within 30 days of delivery. If product samples are not returned within 30 days the client will be invoiced the full cost of the sample products.
21. RETURNS POLICY FOR SUPPLY ONLY PRODUCTS
If you are unhappy in anyway with your supply only purchase you can apply for a refund by completing our Returns Form and email to firstname.lastname@example.org
It is the customer’s responsibility to return the original item(s) in its original, undamaged packaging before we process your request up to a maximum of 30 days from delivery of purchased item(s).
If the item(s) are not returned within 30 days of purchase, then the full amount of the item(s) purchased is required in accordance with our terms and conditions of business.
If the item(s) are not returned within 30 days in their original, undamaged packaging or any damage has occurred, then the full amount of the item(s) purchased is required.
Non-faulty items returned within the 30 days of purchase will incur handling charge of 15% of the full invoice value.