In these Conditions, the following definitions apply:
Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5.
Commencement Date: a date agreed between the parties for the commencement of the Supplier’s supply of the Services
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
Customer: the person or firm who purchases Services from the Supplier.
Materials: the Materials set out in the Estimate produced by the Supplier for the Customer. Order: the Customer's verbal or written acceptance of the Supplier's Estimate
Services: the services, including the Materials, supplied by the Supplier to the Customer as set out in the Specification.
Specification: the description or specification of the Services provided in writing by the Supplier to the Customer within his written Estimate.
Supplier: Vehicle Smart, Unit 4 Drake Court, Riverside Park Industrial Estate, Middlesbrough, TS2 1RS
BASIS OF CONTRACT
The Contract is formed either by the Customer’s signing and returning to the Supplier a copy of the Estimate or, exceptionally, verbal acceptance in confirmation of the Customers’ acceptance of the Supplier’s Estimate and these Conditions.
The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Any Estimate given by the Supplier is valid for a period of 3 calendar months from its date of issue after which time it is withdrawn.
3. SUPPLY OF SERVICES
3.1 The Supplier shall supply the Services to the Customer with reasonable care and skill and in accordance with the Specification in all material respects subject to:
3.1.1 References within the Estimate to the costs of the Materials which will be varied in the event that the either the Supplier reasonably requires additional materials to supply the Services to the Customer or the cost to the Supplier in purchasing the Materials exceeds that set out in the Supplier’s Estimate;
3.1.2 In the event of either circumstance set out in paragraph 3.1.1 above arising the Supplier will use all reasonable endeavours to notify the Customer of the increased cost of the Materials in advance of incurring those increased costs.
3.2 The Supplier shall use all reasonable endeavours to meet any performance dates agreed with the Customer and confirmed in writing but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
3.4 Unless notified to the contrary by the Customer the Supplier’s Estimate is based upon the assumption that, save for the subject matter of the Estimate, there has been full disclosure to the Supplier by the Customer of issues relevant to the works to be carried out in accordance with the Estimate including but not exhaustively pre-existing issues with the Customer’s pipes and the Customer’s knowledge of any local byelaws affecting the works. The Supplier shall have the right to adjust or withdraw the Estimate in the event that issues either not disclosed or unforeseen arise during the course of the works.
3.5 The Supplier reserves the right to vary the costs set out in the Estimate with respect to additional works required to comply with Regulations governing the works as enacted from time to time.
3.6 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill. The Supplier will endeavour to identify any issues that might arise in relation to the provision of the Services and raise them with the Customer prior to commencing any work or at the first opportunity that the Supplier could reasonably have done so including issues of colour matching and blending colour into existing paintwork.
4. CUSTOMER'S OBLIGATIONS
4.1 The Customer shall:
ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
co-operate with the Supplier in all matters relating to the Services;
provide the Supplier with such information as the Supplier may reasonably require in order to
supply the Services, and ensure that such information is accurate in all material respects;
if Services are to be provided at the Customer’s premises, provide the Supplier, its employees,
agents, consultants and subcontractors, with access when required;
should the Supplier agree to carry out the Services at the Customer’s premises the Customer
shall prepare the Customer's premises for the supply of the Services; prior to the arrival of the
Supplier, its employees, agents, consultants and subcontractors on site the Customer must clear the area where the Services are to be carried out. Any property or effects remaining will be left entirely at the Customer’s risk; the Supplier does not accept any responsibility for any damage caused to any property or effects remaining in the area of work.
4.2 Customer Default
If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
4.2.1 the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
4.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause; and the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
5. CHARGES AND PAYMENT
5.1 The Charges for the Services shall be on a time and materials basis as set out in the Estimate provided, subject to variation in accordance with paragraph 3 above.
5.2 The Supplier reserves the right to request a deposit prior to commencing any works in relation to the cost of Materials (including any bespoke goods ordered in accordance with the Specification) and the Services to be performed up to a maximum of 75% of the Estimate.
5.3 The Supplier shall invoice the Customer on completion of the Services OR where the supply of the Services is expected to last longer than 5 days on the last working day of each week.
5.4 The Customer shall pay each invoice submitted by the Supplier within 14 days of the date of the invoice. Time for payment shall be of the essence of the Contract.
5.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.6 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, the Supplier shall have the right to charge interest on the overdue amount at the rate of 4% per cent per annum above the current Bank of England base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment.
5.7 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part.
5.8 A cancellation charge may be made by the Supplier if the Contract is delayed, postponed or cancelled by the Customer within 48 hours of the Commencement Date based upon of 50% of estimated labour charge contained in the Suppliers Estimate together with the cost of any pre- purchased Materials and/or any restocking charges incurred. Where any Materials have been ordered by the Supplier and are bespoke to the Customer’s requirements as set out in the Estimate the Customer shall remain liable for payment in full for those Materials irrespective of any attempt to cancel under this clause.
5.9 Where applicable no guarantees or certificates will be issued until such time as the Supplier’s invoices have been paid in full with all funds cleared into the Supplier’s bank account. In addition, where the Supplier has possession of the Customer’s property the Supplier may retain possession of it until the Customer has paid the Supplier’s invoices in full.
6. LIMITATION OF LIABILITY
THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
6.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
fraud or fraudulent misrepresentation; or
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title
and quiet possession).
6.2 Subject to clause 6.1:
6.2.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
6.2.2 the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the sum paid to the Supplier by the Customer pursuant to the Contract
6.2.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
6.2.4 Whilst the Supplier uses reasonable care and skill in the preparation of any report provided to the customer the Supplier does not accept liability for any losses or expenses arising from the Customer’s reliance upon it.
6.2.5 This clause 6 shall survive termination of the Contract
Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing of the breach; the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or becomes the subject of insolvency proceedings or seeks to enter into an voluntary arrangement with its creditors
the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
Without limiting its other rights or remedies, each party shall have the right to terminate the Contract prior to the Commencement Date by giving the other party at least 5 days written notice.
Without limiting its other rights or remedies, the Supplier shall have the right to suspend provision of the Services under the Contract if the Customer becomes subject to any of the events listed in clause 7.1 above, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
8.1 the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
8.2 the Customer shall return all of the Supplier Materials and any Materials which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
8.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
8.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
9.1 Force majeure
9.1.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or
other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, epidemic, pandemic, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors
9.1.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event
9.1.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
9.2 Notices - Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post
9.3 Waiver - A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default.
9.4 Third parties - A person who is not a party to the Contract shall not have any rights under or in connection with it.
9.5 Governing law and jurisdiction - This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Signed by the Customer in confirmation of acceptance of these terms and conditions
.............................................................. Print Customer Name :
Signed on behalf of the Supplier
Print Name of Person Authorised to Sign on behalf of the Supplier
SPECIFICATION OF SERVICES/ ESTIMATE OF CHARGES
AGREED SCOPE OF WORKS
ESTIMATED COSTS MATERIALS
DEPOSIT REQUESTED UNDER CLAUSE 5.2 :
ESTIMATED DATE OF COMMENCEMENT OF SERVICES :
ESTIMATED COMPLETION DATE OF SERVICES :
IF YOU ARE DEALING AS A CONSUMER
The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. You are entitled to the following:
up to 30 days: if your goods are faulty, you can get a refund;
up to six months: if you goods cannot be repaired or replaced, then you are entitled to a full
refund in most cases;
The Consumer Rights Act 2015 says in relation to services provided by us that:
you can ask us to repeat or fix a service if it is not carried out with reasonable care and skill, or get some money back if we cannot fix it;
if you have not agreed a price upfront, what you are asked to pay must be reasonable;
if you have not agreed a time upfront, it must be carried out within a reasonable time. This is a summary of some of your key rights. For detailed information from Citizens Advice please
visit www.adviceguide.org.uk or call 03454 04 05 06.
This information summarises some of your key rights. It is not intended to replace the contract, which you should read carefully.