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Terms of Service

 

Warranties and liability

6.1           The Seller warrants that the Goods supplied will (subject to the provisions of these terms and conditions) at the time of delivery correspond to the description given by the Seller. All other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise, are excluded to the fullest extent permitted by law.  Under no circumstances can the Seller offer to the Buyer any warranty in respect of the Goods supplied that exceeds the warranty provided by the original manufacturer of the Goods supplied.

 

6.2           The Seller warrants that that any of the Services supplied in accordance with these terms and Conditions will be free from any material defect for a period of 12 months from the date of installation 

 

6.3           Unless specified in the Order the Seller is not under a duty to provide any form of collateral warranty to the Buyer or other parties connected to the Buyer and where it is agreed that a collateral warranty will be provided then the Buyer agrees that any other contractors appointed by the Buyer in connection with the Buyer’s Project will be required to provide substantially similar warranties.  The Buyer is asked to note that because the Seller is supplying items that are subject to regular wear and tear through working under pressure and/or heat then where the Seller agrees to supply a warranty such warranty can only be in respect of Services and will be of a limited duration to reflect the wear and tear that will occur.

 

6.4           Any warranty provided by the Seller under these terms and conditions is subject to the requirement that the Buyer operates all Goods supplied under this contract in accordance with any instructions for maintenance and use that may be issued in respect of those items.  Where the Buyer fails to operate the equipment in accordance with manufacturer’s guidelines the Buyer will pay the Seller’s call out and repair charges.

 

6.5           No warranty is to be provided or implied under these terms and conditions where the Supplier has not been fully paid.

 

6.6           The Seller accepts no liability in respect of any asbestos present on Site.  The Seller can accept no liability for works carried out by the Buyer’s own contractors nor liability in respect of any of the Buyer’s existing equipment on site that the Goods will be connected to as part of the Project.

 

Delivery of the Goods

Delivery of the Goods shall be made to the Buyer's address within the Time. The Goods may be delivered at any time before the expiry of the Time upon the giving of reasonable notice to the Buyer. The Buyer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery.

Acceptance of the Goods

8.1           The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer.

 

Title and risk

9.1           Title shall pass on delivery of the Goods.

9.2           Risk shall pass on delivery of the Goods.

 

Insurance

Without prejudice to its obligations under this Agreement or otherwise at law, the Seller covenants with the

 

Buyer

10.1        The Seller shall maintain professional indemnity insurance covering (without limitation) all its liability hereunder whether for breach of contract, negligence or otherwise in respect of defects or insufficiency in design, upon customary and usual terms and conditions prevailing for the time being in the insurance market, and with reputable insurers licensed to carry on such insurance business in the United Kingdom, in an amount of not less than  two million pounds for any one occurrence or series of occurrences arising out of any one event for a period beginning on the date of this Agreement and ending 6 years after the date of Practical Completion, provided always that such insurance is available at commercially reasonable rates in the insurance market at large.

 

The Buyer’s obligations

11.1        The Buyer shall, if so requested by the Seller, supply to the Seller in such time as may be reasonable, having regard to the Time, any necessary and relevant data and information in the possession of the Buyer or which may only be obtained by the Buyer and the Buyer shall give or shall request the others involved with the Project to give such assistance to the Seller as shall reasonably be required by the Seller to satisfy the Order. 

11.2        Where the Buyer has supplied drawings and specifications for the Project, the Seller shall have no liability for any lack of information errors or omissions on the drawings and specifications.

11.3        The Buyer will in response to any reasonable request made by the Seller supply confirmation that satisfactory funding for the Project is in place.

11.4        Unless otherwise agreed in writing, it is the Buyer’s responsibility to ensure suitable supplies of electricity, water, and space is provided for safe storage and welfare facilities are available on Site.

11.5        The Buyer and all persons under its control or direction shall comply at all times with Health and Safety legislation and all reasonable directions of the Seller to the extent necessary to comply with such legislation.

 

 

Remedies of Buyer

12.1        If the Buyer rejects any Goods, the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods.

12.2        If the Buyer accepts or has been deemed to have accepted any Goods, then the Seller shall have no liability whatever to the Buyer in respect of those Goods other than that set out in this Agreement.

12.3        The Seller shall not be liable to the Buyer for late delivery or short delivery of the Goods.

 

Alterations to terms

13.1        All additions, amendments and variations to this Agreement shall be binding only if in writing and signed by the duly authorised representatives both of the Buyer and of the Seller.

13.2        This Agreement supersedes any previous agreement or arrangements between the parties in respect of the Order (whether oral or written) and represents the entire understanding between the parties in relation thereto.

13.3        Notwithstanding the date of this Agreement, it shall have effect as if it had been executed upon the actual commencement of the services by the Seller.

 

Severability

If any term or provision of these Terms and Conditions is held invalid illegal or unenforceable for any reason by any court such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the illegal invalid or unenforceable provisions eliminated.

 

Waiver

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

 

Force Majeure

The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery, or shortage or unavailability of raw materials from a natural source of supply and the Seller shall be entitled to a reasonable extension of its obligations.

 

Disputes

 

17.1        If any dispute or difference arises in respect of this Agreement, the Seller and the Buyer shall attempt in good faith to resolve such dispute or difference promptly through negotiations between their respective senior executives having authority to settle the same.

17.1.1   The responsibility to resolve any dispute between the Buyer and the Project ultimately lies with the Supplier. Greenio Ltd cannot be held liable for any further costs incurred and these will be upheld by the Supplier, however Greenio Ltd will endeavour to help the negotiations to prevent a delay in the proceedings. 

 

17.2        The Buyer or Seller may at any time refer a dispute or difference to adjudication under the Housing Grants, Construction and Regeneration Act 1996 and any such adjudication will be carried out pursuant to the current Adjudication Rules of the Technology and Construction Court Solicitors’ Association.

 

17.3        Subject to the above the parties agree that all differences or disputes of whatever nature arising under this Agreement shall be referred to the Technology and Construction Court (‘the Court’).

 

17.4        If and insofar as this Agreement leaves any matter or thing to the decision or opinion of any person (including any account, requirement or notice) the same shall not prevent the Court, in determining the rights and liabilities of the parties, from making any finding necessary to establish that such decision or opinion was correctly made or expressed on the facts found by the Court or to establish what or what other decision or opinion should have been made or expressed and giving effect thereto as if no decision or opinion had been made or expressed.

 

17.5        No action or proceedings under or in respect of this Agreement shall be brought against the Seller after:

17.5.1    the expiry of 3 years from the date of practical completion of the Project or;

 

17.5.2    where such date does not occur, or the Seller performed services in relation to the Project later than such date, the expiry of 6 years from the date the Seller last performed services in relation to the Project.

 

Termination by the Seller

18.1        In the event of a material breach by the Buyer of its obligations under this Agreement which the Buyer shall fail to remedy after receiving a 7 day notice in writing from the Seller specifying the breach and requiring its remedy, then the Seller shall be entitled forthwith by notice in writing to the Buyer, to terminate its engagement under this Agreement.

18.2        In the event of termination the Seller shall be entitled to remove all of its equipment from the Site including any Goods that have not been paid for by the Buyer and the Seller shall be entitled to be paid for the value of all work properly executed at the date of termination plus the costs of removal of the Seller’s equipment, the cost of Goods properly ordered by the Seller for the Project and for which the Seller has then paid or is legally bound to pay and any direct loss suffered by the Seller as a result of the termination.

 

18.3        The Supplier may at any time by written notice (in addition to any other rights) terminate this Agreement or suspend its performance of all or any of its obligations under it immediately and without liability for compensation or damages if the Client fails to pay the Price at the times and in the manner specified.

 

18.4        Either party may at any time by written notice terminate this Agreement immediately and without liability for compensation or damages (except as mentioned in these terms and conditions) if the other becomes bankrupt, has a receiving order made against him, makes an arrangement with his creditors or being a company convenes a meeting of its creditors or suffers a petition to be presented or a meeting to be convened or other action to be taken with a view to its liquidation or is unable to pay his or its debts.

 

Proper law of contract

This contract is subject to the law of England and Wales.

 

Publicity

The Buyer hereby agrees that the Seller shall be entitled to use photographs and details of the Project for its own publicity and marketing materials.

 

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