1.1 In these conditions the following words have the following meanings:
“Contract” means a contract which incorporates these conditions and made between the Customer and the Supplier for the sale of products and services.
“Customer” means the person, firm, company or other organisation.
“Force Majeure” The Supplier reserves the right to defer the date of delivery or to cancel the contract (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Supplier including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials PROVIDED THAT, if the event in question continues for a continuous period in excess of 30 days, the Customer shall be entitled to give notice in writing to the company to terminate the contract.
“Liability” means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities.
“Products” means the products sold to the customer by the supplier;
“Supplier” means High Access Maintenance Ltd and will include its employees, servants, agents and/or duly authorised representatives;
“Services” means the services and/or work (if any) to be performed by the Supplier for the Customer.
2. BASIS OF CONTRACT
2.1 Nothing in this Contract shall exclude or limit any statutory rights of the Customer which may not be excluded or limited due to the Customer acting as a consumer. Where the Customer is acting as a consumer any provision which is marked with an asterisk (*) may, subject to determination by the courts, have no force or effect.
3.1 The amount of any services shall be as quoted to the customer or otherwise as shown in the Suppliers current price list from time to time.
3.2 The Customer shall pay the charges for any services, monies for any Products and/or any other sums payable under the contract to the Supplier at the time and in the manner agreed. The Suppliers prices are, unless otherwise stated, exclusive of any applicable VAT for which the Customer shall additionally be liable.
3.3 Payment by the Customer on time under the Contract is an essential condition of the Contract. Payment shall not be deemed to be made until the Supplier has received either cash or cleared funds in respect of the full amount outstanding.
3.4 *If the Customer fails to make any payment in full on the due date the Supplier may charge the Customer interest (both before and after judgement/decree) on the amount unpaid at the rate implied by law under the late payment of Commercial Debts (Interest) Act 1998 (where applicable) or at the rate of 4% above the base rate from time to time of the Suppliers bank whichever is higher.
3.5 *The customer shall pay all sums due to the Supplier under this contract without any set-off, deduction, counterclaim and/or any other withholding of monies.
3.6 The Supplier may set a reasonable credit limit for the Customer. The Supplier reserves the right to terminate or suspend the Contract for provision of Services if allowing it to continue would result in the Customer exceeding its credit limit or the credit limit is already exceeded.
4.1 The Supplier will maintain insurance in an amount reasonably adequate to cover any liabilities arising out of its obligations hereunder and, upon request will provide to the other party a certificate of insurance showing that such insurance is in place, which certificate shall demonstrate the amounts, exclusions and deductibles of such insurance coverage.
5. DELIVERY COLLECTION AND SERVICES
5.1 Where the Supplier provides Services the persons performing the Services are servants of the Customer and once the customer instructs such person they are under the direction and control of the Customer. The Customer shall be solely responsible for any instruction, guidance and/or advice give by the Customer to any such person and for any damage which occurs as a result of such persons following the Customer’s instructions, guidance and/or advice except to the extent that the persons performing the Services are negligent.
5.2 The Customer will allow and/or procure sufficient access to and from the relevant site and procure sufficient unloading space, facilities, equipment and access to utilities for the supplier’s employees, sub-contractors and/or agents to allow them to carry out the Services. The customer will ensure that the site where the Services are to be performed is, where necessary, cleared and prepared before the Services are due to commence.
5.3 If any Services are delayed, postponed and/or are cancelled due to the customer failing to comply with its obligations the customer will be liable to pay the Supplier’s additional standard charges from time to time for such delay, postponement and/or cancellation except where the customer is acting as a consumer and the delay is due to a Force Majeure event.
6. LIMITATIONS OF LIABILITY
6.1 *All warranties, representations, terms, conditions and duties implied by law relating to fitness, quality and/or adequacy are excluded to the fullest extent permitted by law.
6.2 *If the Supplier is found to be liable in respect of any loss or damage to the Customer’s property the extent of the Supplier’s Liability will be limited to the retail cost of replacement of the damaged property.
6.3 *The Supplier shall have no Liability to the Customer if, without just cause, any monies due in respect of the Services have not been paid in full by the due date for payment.
6.4 The Supplier shall have no Liability for additional damage, loss, liability, claims, costs or expenses caused or contributed to by the Customer’s continued use of defective Hire Goods and/or Services after a defect has become apparent or suspected or should reasonably have become apparent to the Customer.
6.5 The Customer shall give the Supplier a reasonable opportunity to remedy any matter for which the Supplier is liable before the Customer incurs any costs and/or expenses in remedying the matter itself. If the Customer does not do so the Supplier shall have no Liability to the Customer.
6.6 *The Supplier shall have no Liability to the Customer to the extent that the Customer is covered by any policy of insurance arranged as a result of the Contract and the Customer shall ensure that the Customer’s insurers waive any and all rights of subrogation they may have against the Supplier.
6.7 The Supplier shall have no Liability to the Customer for any:-
6.7.1 *consequential losses (including loss of profits and/or damage to goodwill);
6.7.2 economic and/or other similar losses;
6.7.3 special damages and indirect losses; and/or
6.7.4 business interruption, loss of business, contracts and/or opportunity.
6.8 *The Supplier total Liability to the Customer under and/or arising in relation to any Contract shall not exceed the charges for Services (if any) under that Contract or the sum of £1000/e1250 whichever is the higher. To the extent that any Liability of the Supplier to the Customer would be met by any insurance of the Supplier then the Liability of the Supplier shall be extended to the extent that such Liability is met by such insurance.
6.9 Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:
6.9.1 Liability for breach of contract;
6.9.2 *Liability in tort/delict (including negligence); and
6.9.3 *Liability for breach of statutory and/or common law duty;
Except clause 6.8 above which shall apply once only in respect of all the said types of Liability.
6.10 Nothing in this contract shall exclude or limit the Liability of the Supplier for death or personal injury due to the Supplier’s negligence nor exclude or limit any other type of Liability which it is not permitted to exclude or limit as a matter of law.
7.1 Upon termination of the Contract the provisions of clauses 3.2, 3.4, 3.5 shall continue in full force and effect.
7.2 The Customer shall be liable for the acts and/or omissions of its employees, agents, servants and/or subcontractors as though they were its own acts and/or omissions under this contract.
7.3 *The Customer agrees to indemnify and keep indemnified the Supplier against any and all losses, lost profits, damages, claims, costs (including legal costs on a full indemnity basis), actions and any other losses and/or liability suffered by the Supplier and arising from or due to any breach of Contract, any tortious/delictual act and/or omission and/or any breach of statutory duty by the Customer.
7.4 *No wavier by the Supplier of any breach of this Contract shall be considered as a wavier of any subsequent breach of the same provision or any other provision. If any provision is held by any competent authority to be unenforceable in whole or in part the validity of the other provisions of this Contract and the reminder of the affected provision shall be unaffected and shall remain in full force and effect.
7.5 The Supplier shall have no Liability to the Customer for any delay and/or non performance of a Contract to the extent that such delay is due to any Force Majeure events. If the Supplier is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.
7.6 All third party rights are excluded and no third parties shall have any rights to enforce the Contract. This contract is governed by and interpreted in accordance with the law of the Country where the Supplier is located and that Country will have exclusive jurisdiction in relation to this Contract.
High Access Maintenance Limited, Unit 7 Medlock Court, The City Works, Ashton Old Road Manchester M11 2NB.