Change to Services
Any changes or additions to the Services or these Conditions must be agreed in writing by the Contractor and the Client provided always that the Contractor may at any time make any changes to the Services which are necessary to comply with any relevant health and safety or other statutory requirements.
Suspension and Exclusion of Services
(a) In an emergency (as to which the Contractor’s decision is final and binding on the parties), it may be necessary for the Contractor to suspend the Services in order to carry out work on plant and equipment. The Contractor shall try to give to the Client prior notice of and obtain the Client’s consent to any such suspension, it being acknowledged and understood that it may not always be possible or appropriate to do so.
(b) The services shall not extend to plant and equipment which in the Contractor’s opinion can no longer be subject to economical maintenance or to defects which result from misuse or neglect of or accident to the plant and equipment.
(a) The Client shall provide the plant, distribution system and internal heating arrangements together with all relevant documentation and information and shall ensure that they are sufficient at all times to enable the Contractor to provide the Services required for heating, ventilation or air conditioning.
(b) The Client shall ensure that supplies of electricity and raw water are made available at all times and are adequate for the Contractor’s purposes and the Client shall bear the full cost thereof together with the cost of any rent and rates in respect of the boiler house and plant rooms.
(c) The Client shall at all times comply with its obligations under health and safety legislation and shall provide all the Contractor’s employees on their arrival with a copy of its fire policy and any other relevant health and safety information.
(a) The Contractor shall produce to the Client on request at any time satisfactory evidence that it is for all purposes of the Agreement fully insured with a reputable insurer against all third party risks in relation to persons and property and against liability whether at common law or under statute in respect of accident or injury to workmen employed in providing the Services whether or not being employees of the Contractor.
(b) The Client shall produce to the Contractor on request at any time satisfactory evidence that it is fully insured with a reputable insurer against all risks in relation to the plant and equipment operated by the Contractor in order to provide the Services.
(c) Both parties will notify their insurers of their respective obligations arising under the Agreement.
Water Testing, Treatment and Plumbing
(a) It is acknowledged by both parties that the results of any water analysis testing for any disease or impurity are not wholly dependable and that bacteria may occur in the water within a short time of a clear test being conducted. Accordingly, although the Contractor will use all reasonable endeavours in accordance with current Department of Health guidelines and recommendations, the Contractor does not warrant the accuracy of water analysis testing carried out at the Client’s request and will not be liable for any incidence or outbreak of any disease or impurity which can be traced to water so treated other than as a direct result of the Contractor’s wilful default or negligence.
(b) Plumbing services and cleaning and treatment by chemical or other means are carried out for the maintenance, repair and replacement of hot and cold water supplies and installations, plant and equipment, for the purposes of providing the Services and for the purposes of water purification, hygiene and the control or elimination of bacteria. Accordingly, the Contractor shall not be liable for the consequences of any infection, virus or disease or other hazard or risk to health that may result from or be traced to water, installations, plant or the equipment that it may treat, operate or maintain in the course of providing the Services if arising in the absence of any wilful default or negligence on the part of the Contractor.
Risk Assessment carried out in accordance with the recommendations contained in L8 (Fourth Edition) “The control of legionella bacteria in water systems” is subject to the physical limitations of the premises and the plant. Accordingly, the Contractor accepts no responsibility for the accuracy of any risk assessment report in the absence of negligence or wilful default on the part of the Contractor.
(a) Where the Contractor supplies any goods supplied by a third party, the Contractor does not give any warranty, guarantee or other assurance as to their quality, fitness for purpose or otherwise but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the persons supplying the goods to the Contractor.
(b) The Contractor shall have no liability to the Client for any loss, damage, costs, expenses or other claims arising from any documents or information supplied by the Client which are incomplete, incorrect, inaccurate or illegible.
(c) It is fully accepted by both parties to this Agreement that the Contractor’s liability in relation to the provision of the Services shall exclude all economic or consequential loss but that the Contractor may be held liable for death or personal injury in so far as the same result from the Contractor’s negligence.
Terms of Payment
(a) The Client will be invoiced by the Contractor for the Services at such periods as are consistent with the arrangements for payment of the charge contained in the Agreement.
(b) Payment will be due 30 days after receipt of invoice. The Contractor reserves the right, without limiting any other rights it may have, to charge interest on invoiced amounts outstanding after 30 days at the rate of four per cent above the base rate of Barclays Bank Plc. Invoices must be paid in full and without any set-off or deductions.
(c) If any charge or instalment of a charge payable under the Agreement or any part thereof shall be unpaid twenty-eight days after the same shall have become due, the Contractor may (without prejudice to its right to charge interest thereon or to recover the same) give notice to the Client requiring the Client to pay such charge, instalment of a charge or part thereof within seven days after receipt of such notice and if the Client shall fail to comply with such notice the Contractor may (without prejudice to its right to charge interest and its right to recovery aforesaid) determine this Agreement, which determination shall be without prejudice to the antecedent rights of either party.
Risk and Property in Goods
(a) Risk of damage to or loss of goods supplied by the Contractor shall pass to the Client on delivery to the Client’s premises.
(b) Property in goods shall not pass to the Client until the Contractor has received payment in full for them and for all other goods agreed to be sold by the Contractor to the Client for which payment is then due.
(c) Until property in goods supplied by the Contractor passes to the Client, the Contractor may at any time require the Client to deliver the goods to the Contractor and, if the Client fails to do so forthwith, the Contractor may enter any premises of the Client or any third party where the goods are located and repossess them.
(d) The Client shall not be entitled to charge by way of security any goods which remain the property of the Contractor.
(a) Either party shall be entitled forthwith to terminate this Agreement by written notice to the other if:
an encumbrance takes possession or a receiver is appointed over any of the property or assets of that other party;
the other party makes a voluntary arrangement with its creditors or becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);
iii. that other party ceases or threatens to cease to carry on business.
(b) Upon termination of the Agreement for whatever reason the Contractor will be under no liability for any defect in any plant or equipment (including plant and equipment for the repair and maintenance of which the Contractor was responsible under the terms of the Agreement) unless the Client notifies the Contractor in writing of such defect within fourteen days of the date of termination of the Agreement, time to be of the essence, and such defect has been caused by the Contractor’s default.
(c) The Client shall not during the continuance of the Agreement or within a period of one year after its termination employ or offer to employ directly or indirectly any employee of the Contractor or attempt in any way to persuade any such employee to enter alternative employment or to leave the employment of the Contractor. Any breach of this condition shall render the Client liable to pay the Contractor 100% of the first year’s salary paid to the employee concerned.
(d) Upon termination of the Agreement for any reason other than on three months’ notice by or default on the part of the Contractor the Client shall pay to the Contractor a sum equal to whatever advance payments shall have been made by the Contractor to any subcontractor or subcontractors for work in connection with the Services which will not be undertaken as a result of such termination.
The Contractor shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing or any failure to perform any of the Contractor’s obligations in relation to the Services if the delay or failure was due to any cause beyond the Contractor’s reasonable control including (but without prejudice to the generality of the foregoing expression) Act of God, acts of government, strikes, lockouts, restrictive practices by workmen, fire, lightning, aircraft, explosion, flooding, epidemic, breakdown of machinery or plant, weather, stoppage of or interference with transport facilities, riots, civil commotions, acts of war, malicious mischief or theft.
This Agreement constitutes the entire agreement between the parties and supersedes any previous agreement or understanding. These conditions shall override any terms or conditions stipulated, included or referred to by the client whether in any order or in negotiations preceding the formation of the Agreement.
Neither party may assign the Agreement without first obtaining the written consent of the other which consent shall not be unreasonably withheld or delayed.
Third Party Rights
No person other than the Contractor, the Client and any person to whom either of them assigns this Agreement shall acquire any enforceable rights under or in connection with this Agreement.
Any dispute arising from the Agreement shall be referred to an arbitrator to be appointed by the President of the Chartered Institution of Building Services Engineers.
Any Special Conditions annexed to the Agreement shall form part of and in case of conflict shall prevail over these Standard Conditions.
Notice of termination of the Agreement shall be by registered letter sent to the principal place of business of the party to whom it is addressed and shall be deemed to be served on the working day following posting.
This Agreement shall be governed by and construed in accordance with the Laws of England and Wales.
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