TERMS AND CONDITIONS

TERMS AND CONDITIONS

DEFINITIONS

‘Supplier’ means Vacuum and Atmosphere Services Ltd of Unit 30 Parkrose Industrial Estate, Middlemore Road, Smethwick, B66 2DZ Company Number 03978696.

‘Customer’ means any person, body of persons, agent, firm or Company or group of Companies (acting in its own right or through any employee or agent).

’Customer default’ failure of the Customer to follow procedural instructions provided by the Supplier/Manufacturer in relation to any services provided or any act omission or breach of these conditions by the customer its employees, servants or agents whilst using the system.

‘Equipment’ all materials, stock and components supplied and installed by the Supplier as per any quotation.

‘Initial Period’ means twelve months or any other period agreed between the parties from the date of commencement

‘Services’ means maintenance, servicing design, supply of equipment and verification as per any quotation provided by the Supplier.

1. BASIS OF CONTRACT

- 1.1 The Customer’s Order constitutes an offer by the Customer to purchase Services from the Supplier in accordance with these terms and conditions.
- 1.2 The Customer’s Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order, at which point and on which date the Contract shall come into existence (Commencement Date). To the extent that any of the Services are provided before signature or formal acceptance, all services and equipment provided by the Supplier will be treated as being performed under this Contract
- 1.3 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.
- 1.4 In the event of any conflict between these terms and conditions and any other terms and conditions, whether express or implied, incorporated or referred to in any communication from the Customer then these terms and conditions shall prevail and the Customers terms and conditions shall be excluded in whole for the Contract.
- 1.5 No amendment or variation of these terms and conditions or oral promise or commitment related to it shall be valid unless committed to in writing and signed by or on behalf of both parties.
- 1.6 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue
- 1.7 The customer may request the Supplier provide additional services and if the Supplier agrees, it will be entitled to provide a further quote in respect to the additional services and will not be obliged to provide the same until the customer has placed an order or other written acceptance or work has commenced as per clause 1.2 above.
  2. DURATION
  - 2.1 The initial period of the Contract is twelve months unless otherwise agreed between the parties. After completion of the ‘initial period’ the Contract will automatically roll over for another fixed period equivalent to the Initial Period until terminated by either party in accordance with clause 11.
    3. CUSTOMER’S OBLIGATIONS
    - 3.1 The Customer shall:
      - 3.1.1 ensure that the terms of any Order and any information, designs, specifications it provides are complete and accurate. The Supplier reserves the right to adjust its costs should it later be advised or discover, information not previously listed or provided by the customer that will affect the servicing works to be provided;
      - 3.1.2 compensate the Supplier in full, on demand, for all claims expenses and liabilities of any nature whatsoever in connection with any claim, whether actual or alleged, that any design or specification provided by the customer infringes the rights of any third party.
      - 3.1.3 co-operate with the Supplier in all matters relating to the provision of the Services.
      - 3.1.4 provide the Supplier, its employees, agents, consultants and subcontractors, with unencumbered access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier for the performance of its servicing obligations.
      - 3.1.5 provide the Supplier with such information, works and materials as the Supplier may reasonably require to enable them to provide the Services, and ensure that such information is complete and accurate in all material respects;
      - 3.1.6 obtain and maintain all necessary licenses, permits, permissions and consents which may be required for the Services before the date on which the Services are to start;
      - 3.1.7 enable the Supplier to comply with all applicable laws, including health and safety laws;
      - 3.1.8 keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, and maintain the Supplier’s Materials, tools and equipment in good condition until returned to the Supplier, and not dispose of or use the same other than in accordance with the Supplier’s written instructions or authorisation;
      - 3.1.9 comply with any additional obligations as set out in the Suppliers quotation.
    - 3.2 The customer must notify the Supplier, in writing, of any defect within 5 days of discovery and permit the Supplier to enter its premises to investigate the complaint and provide a report within a reasonable time setting out its findings and recommendations.
    - 3.3 The customer is responsible for ensuring that their own operatives receive the correct training for the operation of any system OR equipment installed or provided by the Supplier in so far as it applies to them and to adhere to such training when operating the system.
    - 3.4 Where any of the Supplier’s employees are admitted to the customer’s premises pursuant to the Contract, the customer undertakes that it will take such measures as are necessary to ensure that, as far as reasonably practicable, its premises and any plant, equipment, articles or substances in such premises are safe and without risk to the health of the Supplier’s employees and the customer shall indemnify the Supplier in full, against all losses, claims and demands suffered by the Supplier to include any claim for damages, legal costs and any other costs as a result of a breach of this condition by the Customer.
      4. SUPPLIERS OBLIGATIONS
      - 4.1 The Supplier shall exercise reasonable skill and care in the performance of the Services and shall be carried out by competent and suitably qualified personnel.
      - 4.2 The frequency of routine maintenance services is shown in the Quotation and such quotation will only be open for 30 days.
      - 4.3 In case of emergency, the Supplier will promptly respond to the Client’s call for services and emergency call-out telephone contact number will be provided for office and out of office hours.
      - 4.4 Except in an emergency, maintenance services will be carried out between the hours of 8.30am to 5 pm on weekdays unless otherwise stated in the Quotation.
      - 4.5 Major maintenance services (when these are likely to involve disruption to the Client’s business activities if carried out during normal working hours) will be undertaken during hours agreed in advance between the Client and the Supplier. (This may include weekend working) and may attract an additional charge.
      - 4.6 Whenever relevant, services materials, and components shall conform to the relevant manufacturers’ and equipment suppliers’ specifications, and all materials and spare parts shall be obtained from the original equipment manufacturers or from suppliers approved by them.
      - 4.7 Where specified in the Quotation, the Supplier shall submit regular reports to the customer detailing services carried out, repairs and adjustments made, condition of equipment and other information which the customer may from time to time reasonably require.
        5. CHARGES AND PAYMENT
        
        5.1 All prices shall be paid in sterling unless specifically requested otherwise by the Supplier.
        
        5.2 The Supplier reserves the right to increase the price of the services, by giving notice to the Customer any time before delivery, to reflect any increase in the cost of the materials to the Supplier that is due to;
        
        5.2.1 any factor beyond the control of the Supplier to include market forces and any additional or associated costs incurred due to Brexit.
        
        5.2.2 any request by the Customer to change the delivery date(s) quantities design or specification already agreed by the parties and described in the Suppliers quotation.
        
        5.2.3 any delay caused by any instructions from the Customer in respect of the services or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.
        
        5.3 All Services are quoted exclusive of VAT which will be added as appropriate when invoiced at the price prevailing at the time of Contract unless otherwise agreed in writing with the Supplier.
        
        5.4 The Supplier may invoice the Customer on completion of the Services OR at intervals to be agreed with the Customer OR on a pro forma basis. Payment in respect to a Pro Forma invoice is immediate and before commencement of any services.
        
        5.5 Payment in respect to any Invoices is strictly within 30 days of the end of the month of the date stated on the Supplier’s invoice unless otherwise agreed between the parties in writing, and in no circumstances, shall the Customer be entitled to make any set-off, counterclaim, deduct or otherwise withhold monies due (other than any deduction or withholding of tax as required by law).
        
        5.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then without limiting the Supplier’s remedies: –
        
        5.6.1 the Customer shall pay interest on the overdue sum at a daily rate of 10% OR 5% above Bank of England interest rate whichever is the higher until final payment;
        
        5.6.2 the Supplier is entitled to claim interest at the rate calculated in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, together with additional costs to reflect the reasonable administrative and legal costs incurred in recovering the outstanding monies. This does not affect the other rights of the Supplier under the Contract;
        
        5.6.3 the Supplier will be entitled to suspend performance of any Services and will give 7 days’ notice in writing to the Customer before suspending any of the Services. If full payment of the outstanding amount is received by the Supplier before expiry of the notice period, the suspension notice will be cancelled;
        
        5.6.4 in the event the Customer has an approved credit account the Supplier may suspend it OR withdraw it OR reduce the Customer credit limit or bring forward the due date for payment. Such action will be taken without notice.
        
        5.7 Any Customer payments shall not be subject to any third party arrangements and are in accordance with the terms of any credit account agreed with the Supplier.
        
        5.8 No express terms in the contact regarding lack of signature, date of submission of our invoices or return of any documents will prevent payment of any sums otherwise due.
        6. VARIATIONS
        
        6.1 Any quotation is based on information, drawings and specifications supplied by the Customer. Variations to the quotation may occur as a result of the Suppliers site survey or at the customer’s request and may result in a variation in the costs originally quoted even if the contract has commenced. If this occurs the Supplier reserves the right to issue a revised quotation and will only proceed upon receipt of a written Order from the Customer.
        
        6.2 The Supplier will not be obliged to commence the variation of Services until the variation has been agreed in writing by the Customer, nor will the Supplier be obliged to accept any reduction in the scope of the services that result in reducing the service costs by more than 5%.
        
        6.3 The Supplier reserves the right to substitute any materials or components not forming part of any specifications of the quoted Services agreed in writing by the Supplier and the Customer agrees to accept the same.
        7. RISK DELIVERY AND TITLE
        
        7.1 The Risk in any equipment delivered to site shall pass to the Customer on completion of delivery.
        
        7.2 Title to any supplied equipment or components shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds), in which case Title to the Goods shall pass at the time of payment of all sums due in cleared funds.
        
        7.3 Until Title to the equipment has passed to the Customer, the Customer shall:
        
        7.3.1 store them separately so that they remain readily identifiable as the Supplier’s property;
        
        7.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to them;
        
        7.3.3 maintain them in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;
        
        7.3.4 give the Supplier such information relating to them as the Supplier may require from time to time.
        
        7.4 If before Title to the equipment passes to the Customer, the Customer becomes insolvent, has an administrative receiver appointed for its business or it is compulsorily or voluntarily wound up:
        
        7.4.1 the Customer’s right to resell equipment or use them in the ordinary course of its business ceases immediately; and
        
        7.4.2 the Supplier may at any time:
        
        7.4.2.1 require the Customer or any Administrator to deliver up all equipment in its possession which has not been resold, or irrevocably incorporated into another product; and
        
        7.4.2.2 if the Customer or Administrator fails to do so promptly, the Supplier may enter any premises of the Customer or of any third party where the equipment is stored in order to recover them.
        
        7.5 Any dates by the Supplier for the delivery of Services are approximate only and shall not form part of the Contract and the Customer acknowledges that in the performance expected of the Supplier no regard has been paid to any quoted delivery dates.
        
        7.6 The Supplier shall not be liable for any costs, penalty, loss, injury, damage or expense arising from any delay or failure in delivery or performance from any cause or at all, nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract.
        8. CANCELLATION
        
        8.1 Orders for equipment may be cancelled by written notice at any time before it is allocated to the Contract but if a cancellation notice is received after equipment has been purchased or hired or allocated to the Contract then the customer will be liable to pay for it and cannot return it to the Supplier for a refund or reuse unless agreed in writing by the Supplier.
        9. WARRANTY
        
        9.1 All components are subject to manufacturers warranty unless otherwise agreed in writing by the Supplier.
        
        9.2 There is no warranty provided for second hand, reconditioned or refurbished components supplied by the Supplier
        
        9.3 The Supplier reserves the right to extend any warranty in which case such extension will be in writing.
        10. LIMITATION OF LIABILITY
        
        10.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
        
        10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors.
        
        10.1.2 fraud or fraudulent misrepresentation; and
        
        10.1.3 as expressly stated in these conditions.
        
        10.2 Subject to clause 10.1 the Supplier excludes all liability for loss, damage or expense to include loss of profit, consequential losses or otherwise caused to the Customer its property, goods, persons or the like, directly or indirectly resulting from breach of contract, its negligence (or any other claim in tort), breach of statutory duty or delay or failure or malfunction of the systems or components provided by the Supplier, or for whatever reason.
        
        10.3 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 OR follow all instructions provided by the Supplier/manufacturer in the use of any service (Customer Default) then:
        
        10.3.1 without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of all 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 in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
        
        10.3.2 the Supplier shall not be liable for any costs or losses, consequential or otherwise, sustained or incurred by the Customer arising directly or indirectly whether foreseen or unforeseen from the Supplier’s failure or delay to perform any of its obligations;
        
        10.3.3 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.
        
        10.4 Under no circumstances shall the Supplier have any liability of whatever kind for:
        
        10.4.1 the improper use or operation of serviced equipment by the Customer or third party including a failure to comply with operating instructions or guidance given by the Supplier;
        
        10.4.2 any modification, repair or interference to any of the serviced equipment or components, carried out by any person other than the Supplier or a person authorised by the Supplier;
        
        10.4.3 accidental damage or fair wear and tear to the serviced system or components provided; or
        
        10.4.4 failure by the Customer to implement the recommendations and training previously provided by the Supplier.
        
        10.4.5 any defects resulting from wear and tear, accident, Customer Default or the customers improper use of the system other than if carried out in accordance with the instructions or advice provided by the Supplier/Manufacturer;
        
        10.4.6 for any damage or failure to any serviced system if such damage or failure is through third party intervention whether deliberately, innocently or negligently.
        
        10.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
        
        10.6 If the Customer establishes that any materials or components have not been delivered, are damaged, defective, of incorrect quantity the Supplier reserves the right to replace OR repair with similar components or materials that which are missing, lost or damaged OR may allow the Customer credit for their invoice.
        
        10.7 The Supplier will not be liable to the Customer for any defect arising in relation to any design or specification by the Supplier if any adjustments, alterations or other work has been carried out by any person except as authorised by the Supplier.
        
        10.8 The Supplier will not be liable for any losses sustained by the customer in the event of any ‘customer default’
        11. TERMINATION
        
        11.1 On expiration of the Initial period in clause 2.1 this contract will automatically roll over into another fixed period equivalent with the Initial Period unless the customer gives three months’ notice in writing to prior to the end of the Initial Period to terminate this agreement.
        
        11.2 The Supplier may give notice to terminate the Contract immediately if the customer fails to make any payment to the Supplier within 30 days of the payment date.
        
        11.3 The Supplier may give notice to the customer to terminate the Contract with immediate effect if they commit a material breach of this contract or if they fail to carry out any request by the Supplier to take steps to remedy matters effecting system integrity in their system within 28 days of being requested to do so in writing.
        
        11.4 Either party may terminate the Contract if the other party becomes insolvent or has a receiver, manager, administrative receiver or liquidator appointed.
        
        11.5 Upon termination the customer shall pay for all amounts properly due up to the termination date and pay any amounts still owing for any materials or equipment ordered by the Supplier. If the Supplier terminates under clause 11.3, the customer will be liable to pay the Supplier a reasonable sum to compensate the Supplier for its loss of profit on the Contract.
        
        11.6 Upon termination of this contract the Supplier shall be given access to recover any of its equipment, plant and materials at the Site.
        
        11.7 Termination shall not affect the accrued rights and liabilities of the parties at the termination date.
        12. CUSTOMER SERVICES
        
        12.1 Any complaint that any components or materials delivered are damaged, are not of the correct quality, or do not comply with their description shall be notified in writing by the Customer to the Supplier within three days of delivery.
        
        12.2 The customer must notify the Supplier within 24 hours of discovery of any defect which is not reasonably apparent on inspection.
        
        12.3 Upon discovery of any defect the Supplier shall be afforded reasonable opportunity to investigate any complaints and the customer shall if so requested in writing by the Supplier promptly return any components or materials which are the subject of any complaint, securely packed, to the Supplier for examination. Carriage will be paid by the customer unless otherwise agreed in writing by the Supplier.
        
        12.4 Upon discovery of any defect the Supplier will be entitled to investigate any problem and report its findings and OR recommendations to the customer. The customer agrees that the Supplier will be permitted to carry out any recommended repairs.
        13. GENERAL
        
        13.1 The Supplier may sub-Contract the performance of the Services or the Contract in whole or in part.
        
        13.2 The Supplier shall have a lien on customer property in the Supplier’s possession for all monies due at any time from the customer and may use, sell or dispose of that property as agent for and at the expense of the customer and apply the proceeds in and towards the payment of such amounts on 28 days notice in writing to the customer. After accounting to the customer for any balance remaining after payment of any amounts due to the Supplier and the costs of sale or disposal the Supplier shall be discharged of any liability in respect of the Customers property.
        
        13.3 Except for that which is expressly agreed between the parties to be included in the Services, all tools patterns, materials, drawings, specifications and other data provided by the Supplier shall remain its property and all technical information, patentable, copyright and registered designs arising from the executions of any orders shall be the property of the Supplier
        14. CONFIDENTIALITY
        
        14.1 The Customer shall not at any time whether before or after the termination of these Terms and Conditions or the Contract divulge or use any unpublished technical information deriving from the Supplier or any other confidential information in relation to the Supplier’s affairs or business or method of carrying on business.
        15. FORCE MAJEURE
        
        15.1 The Supplier shall not have any liability for any failure or delay in performance of this contract to the extent the same results from Force Majeure OR any event beyond the reasonable control of the Supplier to include adverse weather conditions civil emergency (whether an emergency be declared or not) an act of terrorism fire or explosion; any law or governmental order, rule, regulation, guideline or direction, judgment, order or decree; epidemic or pandemic and any act of God [this list is not exhaustive and other events may apply]; for as long as such event means that performance of the agreement is not possible or is delayed. The party affected by such Force Majeure OR event shall promptly notify the other party in writing when such Force Majeure OR event causes a delay or failure in performance.
        16. DATA PROTECTION
        
        16.1 The Supplier will ensure that all employees, servants and agents, whilst performing their obligations under this service agreement, will comply in all respects with Data Protection Legislation including the General Data Protection Regulation (Regulation (EU) 2016/679) (GDPR),
        17. GOVERNING LAW AND JURISDICTION
        
        17.1 These Terms and Conditions shall be governed by and constructed in accordance with the Law of England and Wales.
        
        17.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

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TERMS AND CONDITIONS

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