The following words have the following meanings:
(a) The “Conditions” means the terms and conditions here set out and which are incorporated in the tender, quotation or Contract.
(b) The “Company” means Ross Norman Electricals.
(c) The “Employer” means the person, firm or company for whom supply, work or services are undertaken by the Company.
(d) The “Service” shall mean the supply of goods, work or services of any kind whatsoever to the Employer
(e) “Legal Liability” shall mean liability in negligence and in tort generally in contract and in any other head of liability in law.
(f) The “Contract” means the agreement made between the Company and the Employer for the supply and purchase of the Service in accordance with the Terms and Conditions hereof.
2. Formation of the Contract
(a) No contract will be concluded between the Company and the Employer until the receipt by the Company of an unqualified acceptance.
(b) Acceptance must be received by the Company not later than twenty eight days after the dated of the quotation, or later by written agreement by an officer of the Company.
(c) The Conditions, together with the quotation for tender from the whole agreement between the Employer and the Company and shall not be removed or varied in any way. No other express terms, written or oral, shall be incorporated into the Contract.
(d) Any provision whereby any of the Conditions is to be excluded or amended shall be without effect.
(e) Notwithstanding any provision herein contained having contrary effect, the execution of the Contract or any part thereof shall, at the option of the Company be deemed to be an acceptance of willingness to comply with the Conditions.
No variations of the Contract or any of the terms or conditions thereof shall be valid unless evidence in writing signed by a duly authorised officer of the Company.
4. Retention of Title
(a) The acceptance by the Company of any quotation or tender for goods shall constitute an agreement to sell the goods and not be a sale of them and no title to the said goods shall pass to the intending purchaser by reason of delivery or acceptance of the same.
(b) The Company shall remain the sole and absolute owner of the goods until such a time as the agreed price of the goods shall have been paid to the Company by the intending purchaser. Until such time the intending purchaser shall be the bailee of the goods for the Company and shall store them upon his premises separately from his own goods or those of any other person and in a manner which makes them readily identifiable as the goods of the Company.
(c) Goods the subject of any agreement by the Company to sell shall be at the risk of the intending purchaser as soon as they are delivered by the Company to his vehicles or his premises or otherwise to his order.
(d) The intending purchaser’s right to possession of the goods shall cease at whichever is the earliest of the following dates: (i) On the expiration of the agreed period of credit, if any. (ii) If he, not being a company, commits an act of bankruptcy, makes a proposal to his creditors for a composition under section 110 of the Insolvency Act 1985 or does anything which would entitle a petition for a bankruptcy order to be made. (iii) If the intending purchaser, being a company, does anything or fails to do anything or fails to do anything which would entitle a receiver to take possession of any assets or which would entitle any person to present a petition for winding up or apply for an administration order.
(e) If a Company, the intending purchaser or any director thereof shall apply to the court under section 28(1) of the Insolvency Act 1985 for the appointment of an administrator without giving fourteen days’ notice to the Company. From the date of the said notice, the intending purchaser shall not be entitled to remain in possession of any the Company’s goods. The appointment of an administrator without the aforesaid notice shall be deemed to be a fundamental breach of contract.
(f) The Company may for the purpose of recovery of its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
5. Terms of Payment
(a) The Company’s terms of payment are strictly net within 14 days of the date of the invoice for the Service. The Employer shall not be entitled to delay or withhold payment on account of any alleged set-off or counterclaim until admitted by the Company in writing.
(b) Proforma invoices are to be paid upon receipt, no work shall commence without the invoice being settled in full.
(c) For new clients or large value projects with a value greater than £3,000 Ross Norman Electricals will either request a Proforma for the full amount or request 50% of the total figure through a Proforma invoice which must be settled in full before any work commences.
(d) Any account outstanding after 14 days shall bear interest at the rated of 1½% per calendar month from the date of invoice to the date of payment.
(e) Where the Service is liable to VAT the Employer shall be liable to pay an additional amount equivalent to the amount of VAT in respect of the Service at the appropriate rate
(f) The Company reserves the right not to execute any order or arrangement for payment if the Employer’s credit is not in the Company’s absolute discretion satisfactory to the Company and to suspend service to any Employer whose account is overdue for payment.
(g) The total price payable for the goods will be stipulated at the time you place your order, whether or not the order has been confirmed. Ross Norman Electricals are entitled to make adjustments to the price, whether or not the order has been confirmed, to take account of any increase in our supplier’s prices, or the imposition of any taxes or duties, or if due to an error or omission the price published for the goods is incorrect. Ross Norman Electricals will inform you of the correct price and give you the opportunity to cancel the order.
(h) All goods remain the property of Ross Norman Electricals until payment is received in full from you. In the event of non-payment, in accordance with the terms agreed, the customer hereby authorises Ross Norman Electricals to enter the customer’s premises to remove the goods.
(i) Where our costs include design as part of the works and we receive an instruction via purchase order, e-mail or written confirmation to complete the works, should for any reason the project be cancelled or a significant delay of up to 1 month of the project is incurred by the client the design element or any costs incurred will be invoiced.
6. Terms of Service
The Company may employ the service of any subcontractor for the purpose of fulfilling any Contract entered into by the Company The time for performance of the Service by the Company shall not be of the essence.
7. Lien and Power of Sale
(a) The Company shall have a general as well as a particular lien on all goods, vehicles or property of the Employer which shall be in the possession of the Company or under its direct or indirect control or disposition in respect of any unpaid account of the Employer whether in relation to the goods, vehicle or property of the Employer.
(b) The Company shall have the power to sell in the United Kingdom or abroad any of the goods, vehicles or things in respect of which the lien is exercised by public auction or otherwise to pay or retain the costs and expenses of maintaining and exercising such lien and of such sale and all the sums for which the lien is given to the Company here-under. The Company shall not owe any duty of care to the Employer in respect of such sale.
8. Limitation of Liability
(a) Except insofar as otherwise required by Law or as ordered by the Court or is hereinafter provided the Company shall only be liable for defects in the Service which shall have been notified by the Employer to the Company in writing of the defect (in any other case) subject to the provisions of sub-clauses (c) to (g) inclusive.
(b) Except as aforesaid the Company shall not be liable for any claim, loss or damage arising under any Legal Liability for any defect or delay in, or failure of, the Service whether due to any act, neglect, default of the Company or its servants or agents or otherwise and all warranties and conditions, express or implied are hereby excluded.
(c) In particular (without prejudice to or the generality of the foregoing) the Company shall not be liable for any such claim or damage resulting from: (i) any circumstances arising outside the control of the Company (ii) Any instructions given by or any act or omission of the Employer or its servants or agents. (iii) Any inherent or latent breach which the Company could not reasonably have discovered or rectified. (iv) Any material breach by the Employer of any of the Conditions
(d) The Company’s liability notwithstanding any other provisions hereof shall not exceed the sum of £10,000 in respect of any defect in or failure of the Service.
(e) The Employer shall give to the Company every opportunity to replace, repair or rectify any alleged defect or failure in the Service.
(f) Notwithstanding the foregoing, the Company shall not be liable for any defects arising after the period of twelve months after the date of the Service.
(g) The Company shall in no circumstances be liable for consequential loss or damage of any kind.
(h) Nothing herein contained is intended to affect nor will affect the Employer’s statutory rights under the Sale of Goods Act 1923-1973 as amended by the Supply of Goods (implied terms) Act 1973, the Unfair Contract Terms Act 1977 or the Supply of Goods and Services Act 1982.
9. Indemnity by Employer
The Employer shall indemnify the Company against all claims under any Legal Liability or the breach by the Employer of any of the Conditions hereof required be observing or performing by the Employer.
10. Conflict with the Employer’s Conditions.
Any conditions contained in an Employer’s order which would conflict with any of the Conditions shall be deemed to be inapplicable to any order placed with the Company unless expressly agreed by the Company in writing when acknowledging an order.
The Employer shall not be entitled to assign or transfer the benefit of the Contract with the Company.
The Company shall be entitled by written notice given to the Employer to cancel the Contract without prejudice to any other rights it may have against the Employer.
(a) For any breach of or departure from the Conditions, but not a minor breach or departure and in such last case if the breach or departure has not been made good in all respects after seven days notice in writing to do so has been sent to the Employer.
(b) If the Employer becomes bankrupt or goes into liquidation (other than for the purpose of reconstruction or amalgamation) or makes any arrangement or composition with its creditors or Ross Norman Electricals – Terms and Conditions July 2018 has a Receiver appointed over any part of its assets or undertaking.
(c) If, for any reason a contract is terminated by the client without reasonable notice, the full amount of the contract is due for payment.
The Contract is made under and shall be construed in accordance with English Law and the Company and the Employer hereby agree to submit themselves to the jurisdiction of the Courts of England.
Headings are for guidance only and do not form part of the Conditions