JCH London

JC HEATING LTD.

 (The “Company”)  

 

 

TERMS & CONDITIONS

For Maintenance Services

 

 

1. CONTRACT FORMATION

 

1.1 In these Terms & Conditions: ‘Client’, ‘Equipment’, ‘Services’, ‘Schedule’ and ‘Site’  are  as stated in the Form of Agreement.

 

1.2 These Terms & Conditions are the only terms on which the Company contracts with its clients for maintenance and any other terms put forward by the Client are excluded.

 

1.3 The Contract comes into effect when the Form of Agreement is signed on behalf of both parties.  To the extent that any of the Services are provided before signature they will be treated as being performed under the Contract. No changes to the Contract will apply, unless they are accepted in writing and signed by a director of the Company.

 

 

2. GENERAL OBLIGATIONS OF COMPANY

 

2.1 The Company shall exercise reasonable skill and care in the performance of the Services.

 

2.2 The frequency of routine maintenance services is shown in the Schedule.

 

2.3 In case of emergency, the Company will promptly respond to the Client’s call for services [and an emergency call-out telephone contact number will be provided].

 

2.4 Except in emergency, maintenance services will normally be carried out between the hours of [9 am to 5 pm] on weekdays unless otherwise stated in the Schedule.

 

2.5 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 Company. (This may include weekend working)

 

2.6 All services to be undertaken by the Company shall be carried out by competent and suitably qualified personnel of the Company to the reasonable satisfaction of the Client.

 

2.7 Whenever relevant, services, materials, and components shall conform to relevant manufacturers’ and equipment suppliers’ specifications, and all materials and spare parts shall be obtained form the original equipment manufacturers or from suppliers approved by them.

 

2.8 Where specified in the Schedule, the Company shall submit regular reports to the Client detailing services carried out, repairs and adjustments made, condition of equipment and other information which the Client may from time to time reasonably require.

 

3. GENERAL OBLIGATIONS OF CLIENT

 

3.1 The Client shall give the Company access to the Site as required by the Company to enable the Company to carry out the Services without interference by the Client or by other contractors of the Client.

 

3.2 The Client shall also provide at his expense any facilities reasonably required by the Company (which may include secure storage for equipment and materials, power supply, water etc.).

 

3.3 The Client is solely responsible for obtaining any consent required for the Services and for any permits and licences needed in the course of the Services unless otherwise agreed in writing by the parties.

 

3.4 The Client shall at all times keep a supply of spare parts sufficient for all service and repair work as may become necessary during the Contract period.

 

4. FEES, EXPENSES & PAYMENT

 

4.1 The Client shall pay the Company the Company’s fees and expenses in accordance with the payment terms in the Schedule.  For any payments not referred to in the Schedule, the Company shall submit an invoice to the Client on a [weekly/ monthly] basis for Services carried out and for materials and equipment purchased and each invoice must be paid within 15 days of the invoice date.

 

4.2 Any query concerning an invoice must be raised within three days of the date of issue and the Company will respond promptly.  The Client is not entitled to withhold any payment without the Company’s prior written consent.

 

4.3 If any payment is not made on the due date, the Company is entitled to claim interest at the rate calculated in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, but this entitlement does not affect the other rights of the Company under the Contract.

 

4.4 The Company is also entitled to suspend performance of any Services if payment is not made by the due date and the Company will give 7 days’ notice in writing to the Client before suspending any of the Services. If full payment of the outstanding amount is received by the Company before expiry of the notice period, the suspension notice will be cancelled.

 

4.5 Prices are quoted exclusive of VAT which will be added as appropriate and payable by the Client.  The Company shall issue a valid VAT invoice or receipt for each such amount.

 

4.6 The Company may require credit card details from the Client and in that case if payment of the Company’s invoice on completion is not received in full within 10 days of the due date, the amount owing may be charged to the credit card by the Company.

 

5. VARIATIONS & EXCLUSIONS

 

5.1 If the Client wishes to omit or vary any of the Services he must inform the Company in writing who shall, as soon as practicable, notify the Client of the estimated cost of the variation and the likely effect on the Contract.  The Company may also propose a change to the Services in which case it will provide an estimate for the Client.

 

5.2 The Company will not be obliged to vary any of the Services until the variation has been agreed in writing.

 

5.3 Maintenance Services do not include the investigation or rectification of any default or other problem resulting from: (a) the improper use or operation of Equipment including failure to comply with operating instructions or guidance; (b) modification or repair to any of the Equipment made by any person other than the Company or a person previously approved in writing by the Company; (c) accidental damage to Equipment or (d) failure by the Client to implement recommendations previously advised by the Company.

 

5.4 The Client may request the Company to provide Services in respect of the matters covered by Clause 5.3 and if the Company agrees, it will be entitled to charge on a time and materials basis in accordance with its standard rates applying the same procedure as for a variation.

.

6 PROPERTY AND RISK

 

6.1 The risk of loss or damage to the Client’s property and equipment at the Site, except when caused by wilful default of the Company, rests with the Client who should insure the risks at his expense.

 

6.2 All risks relating to existing equipment, to which any of the Company supplied Equipment or Services are connected, rests with the Client as do all risks with respect to power flushing by the Company and the Company shall have no liability to the Client for any loss or damage arising out of those matters.

 

6.3 When there are carpets or other floor coverings at the Site, the Company shall take reasonable steps to protect them but in the event of any damage, the Company’s liability shall be limited to the reasonable cost of cleaning and the Company shall have no liability for any replacement of damaged carpets or other floor covering.

 

7. INSURANCE

 

7.1 Unless otherwise agreed the Client is responsible for insuring its property and equipment to their full value at the Site where the Services are to be performed.

 

7.2 The Company shall take out and maintain the following insurances

·       Public Liability Insurance for £2,000,000.

·       Employer’s Liability Insurance

 

7.3 Each party shall provide the other upon request during the Contract period evidence that the insurances for which it is responsible are in place.

 

8. DURATION

 

8.1 The initial period of the Contract is 12 months unless a different period is specified in the Schedule.  Unless terminated early in accordance with these Terms & Conditions, the Contract will continue after the initial period until it is terminated by either the Client or the Company giving at least one month’s written notice to the other expiring at the end of a calendar month.

 

9. LIMIT OF LIABILITY

 

9.1 Any Services which are not performed in accordance with the requirements of the Contract shall, upon request, promptly be re-performed by the Company free of charge.

 

9.2 Except as stated in clause 9.1, the Company shall have no liability to the Client, in contract or in tort, for any other direct, indirect, consequential or economic loss incurred by the Client, including but not limited to loss of use, loss of business or loss of profit.  Moreover, the aggregate liability of the Company under the Contract shall not exceed [the total fees (excluding VAT)] paid by the Client in the 12 months before the date on which the liability occurs.   However, liability for death or injury of individuals due to the Company’s negligence is unlimited.

 

9.3 All terms, conditions and warranties implied by law, trade use or otherwise (including but not limited to any warranties as to quality or fitness for purpose) are excluded to the extent permitted by law.  The Client acknowledges that the only warranties are those given expressly by the Company in these Terms & Conditions.

 

10. TERMINATION

 

10.1 The Company may give notice to terminate the Contract if the Client fails to make any payment to the Company within 28 days of the payment date or commits any other material breach of the Contract.

 

10.2 The Client may give notice to terminate the Contract if the Company commits a material breach and, in the case of a breach capable of remedy, fails to take steps to remedy the breach within 28 days of being requested to do so in writing.

 

10.3 Either party may terminate the Contract if the other party becomes insolvent or has a receiver, manager or administrative receiver or liquidator appointed.

 

10.4 Upon termination the Client 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 Company.  If the Company terminates under clause 11.1 or 11.3, the Client will also be liable to pay the Company for all demobilisation costs reasonably incurred by the Company plus a reasonable sum to compensate the Company for its loss of profit on the Contract. The Company shall be given access to recover any of its equipment, plant and materials at the Site.

 

10.5 Termination shall not affect the accrued rights and liabilities of the parties at the termination date.

 

11. INTELLECTUAL PROPERTY

 

All copyright and other intellectual property rights in designs and documents prepared by the Company shall remain the sole property of the Company.  The Client shall have a licence to use them, but only for the purposes for which they were prepared.  The Company shall have a similar licence in respect of drawings and documents issued to it by the Client.

 

12. FORCE MAJEURE

 

The Company shall not have any liability to the Client if prevented from performing the Contract on account of force majeure which includes, but is not limited to severe weather conditions, fire, flood, epidemic, war, terrorism, strikes, failure of power or other utilities,  or difficulty in obtaining Equipment, materials or labour.  In any of these circumstances, the Company shall promptly notify the Client and has the right to suspend the Services for so long as the force majeure continues or to terminate the Contract by notice to the Client if force majeure continues for more than 30 days.

 

13. DISPUTES

 

13.1 The parties will endeavour to settle any dispute or difference amicably by direct negotiation.

 

13.2 If they are unable to settle the dispute, it may be referred by either party to adjudication in accordance with the CEDR (Centre for Effective Dispute Resolution) Adjudication Rules. The decision of the adjudicator shall be final and binding on the parties unless a notice of dissatisfaction is served by either party on the other within 28 days of the decision.

 

13.3 Any dispute that is not resolved by negotiation or adjudication shall be finally settled by the courts of England and Wales.

 

13.4 The Contract is governed by the laws of England and Wales.

 

14. GENERAL

 

14.1 Notices. Every notice shall be in writing and delivered by hand or sent by first class post to the address of the recipient.

 

14.2 Assignment. Neither party shall assign any of its rights or obligations under the Contract without the prior written consent of the other.

 

14.3 Subcontracting. The Company shall not sublet all of the Services but he shall be entitled to sublet parts of the Services.  Subcontracting shall not relieve the Company of his obligations under the Contract.

14.4 Entire Agreement. The Contract is the only agreement between the parties and relating to its subject matter supersede any previous arrangements, agreements or understandings relating to the Services.

 

14.5 Amendment. Any amendment to the terms of the Contract shall only be effective if in writing and signed by an authorised signatory of the Client and the Company.

 

14.6 No Reliance on Warranties. The Client acknowledges that he has not relied on and shall have no remedy in respect of any statement, representation, warranty, or undertaking of any person (whether a party to this Agreement or not) other than is expressly set out in the Contract.

 

14.7 Severance. If any provision of the Contract becomes illegal or unenforceable, this shall not affect the legality or enforceability of any other provision of the Contract. In that situation the parties shall, where possible, use reasonable endeavours to agree an alternative provision which is legally enforceable.

 

14.8 Waiver. The waiver by either party of a breach by the other in the performance of its obligations under the Contract shall not constitute a waiver of any default nor shall failure to complain of any default constitute a waiver of that default by the other party.

JC HEATING LTD.

(The “Company”)  

 

TERMS & CONDITIONS

For Supply & Installation Services

 

1. DEFINITIONS

 

In these Terms & Conditions:

 

‘Client’, ‘Company’, ‘Equipment’, ‘Services’ and ‘Site’  are  as stated in the Quotation.

 

‘Contract Price’ means the price payable by the Client to the Company for the Services, as shown in the Quotation (and as varied in accordance with the Contract).

 

2. CONTRACT FORMATION

 

These Terms & Conditions are the only terms on which the Company contracts with its clients and any other terms put forward by the Client are excluded.

 

Acceptance of the Company’s Quotation by the Client constitutes the Contract for the Company to carry out the Services in accordance with these Terms & Conditions.  No changes will apply, unless they are accepted in writing and signed by a director of the Company.

3. GENERAL OBLIGATIONS OF COMPANY

 

3.1 The Company shall exercise reasonable skill and care in the performance of the Services.

 

3.2 The Company shall give not less than 24 hours notice of the date when the Company requires access to the Site.

 

3.3 The Equipment shall comply with the description in the Quotation but if any Equipment to be purchased for the Contract is not available, the Company may select alternative equipment of a comparable quality and shall notify the Client with relevant details.

 

4. GENERAL OBLIGATIONS OF CLIENT

 

4.1 The Client shall give the Company access to the Site as required by the Company to enable the Company to carry out and complete the Services without interference by the Client or by other contractors of the Client.

 

4.2 The Client shall also provide at his expense any facilities reasonably required by the Company (which may include secure storage for equipment and materials, power supply, water etc.).

 

4.3 The Client is solely responsible for obtaining any planning permission required for the Services and for any permits and licences needed in the course of the Services unless otherwise agreed in writing by the parties.

 

5. CONTRACT PRICE & PAYMENT

 

5.1 The Client shall pay the Company the Contract Price in accordance with the payment terms in the Quotation.  For any amounts not referred to in the Quotation, the Company shall submit an invoice to the Client on a [weekly/ monthly] basis for Services carried out and for Equipment purchased and each invoice must be paid within 15 days of the invoice date.

 

5.2 The Company’s invoice for the advance payment shown in the Quotation must be paid by the Client before any order for Equipment is placed by the Company.  Stage payments are due for payment by the Client 7 days from the invoice date.

 

5.3 If the Client disputes any part of an invoice and wishes to withhold any amount, he must notify the Company at least 7 days before the payment date with a statement setting out the amount(s) he proposes to withhold and the reasons.  The undisputed parts of an invoice must be paid and any disputed amount will be dealt with under clause 14 (Disputes).  Except as stated in this clause, the Client shall not withhold any money or set off any amount against invoices of the Company.

 

5.4 If the Client fails to pay any amount properly invoiced, the Company may give not less than 7 days notice to suspend all or part of the Services until the payment is received.  Any period of suspension will entitle the Company to any additional costs it incurs as well as an extension of time for completion of the Services.

 

5.5 Late payment entitles the Company to interest at the statutory rate of interest under the Late Payment of Commercial Debts (Interest) Act 1999 from the due date until the date of actual payment.

 

5.6 Prices are quoted exclusive of VAT which will be added as appropriate and payable by the Client.  The Company shall issue valid VAT invoices or receipts.

 

5.7 The Company may require credit card details from the Client and in that case if payment of the Company’s invoice on completion is not received in full within 10 days of the due date, the amount owing may be charged to the credit card by the Company.

 

6. VARIATIONS

 

6.1 If the Client wishes to omit or vary any of the Services (or Equipment) he must inform the Company in writing who shall, as soon as practicable, notify the Client of the estimated cost of the variation and the likely effect on the Contract period and Completion Date.

 

6.2 Unless the Client withdraws his request for a variation promptly when he receives the Company’s estimate, the Contract Price will be adjusted in accordance with the Company’s estimate (or as otherwise agreed between the Client and the Company) and an appropriate extension of time for completion of the Services shall be agreed.  Variations will be priced using the Company’s applicable rates, unless otherwise agreed. When the Contract Price is payable by stage payments, these shall, unless otherwise agreed, be adjusted as appropriate to reflect the variation.

 

6.3 If a variation is made orally, either the Company or the Client shall confirm it in writing within 3 working days.

 

6.4 The Company shall notify the Client if it encounters any difficulties which it could not have reasonably foreseen when submitting the Quotation and in those circumstances, a fair and reasonable adjustment to the Contract Price and the date for completion will be made.

 

6.5 The Company reserves the right not to comply with any requests for a variation which would increase the value of the Services by more than 25% of the original Contract Price.

 

7 PROPERTY AND RISKS

 

7.1 The risk of loss or damage to the Equipment at the Site, except when caused by wilful default of the Company, rests with the Client.

 

7.2 Ownership in the Equipment and Services shall remain with the Company until payment in full of all amounts due from the Client have been received by the Company.

 

7.3 All risks relating to existing equipment, to which any of the Company supplied Equipment or Services are connected, rest with the Client as do all risks with respect to power flushing by the Company and the Company shall have no liability to the Client for any loss or damage arising out of those matters.

 

7.4 When there are carpets or other floor coverings at the Site, the Company shall take reasonable steps to protect them but in the event of any damage, the Company’s liability shall be limited to the reasonable cost of cleaning and the Company shall have no liability for any replacement of damaged carpets or other floor covering.

 

8. INSURANCE

 

8.1 Unless otherwise stated in the Quotation, the Client shall be responsible for insurance of the Services to their full value, including all Equipment at the Site, with the Company named as co-insured and for insurance of any building at the Site where the Services are to be performed.

 

8.2 The Company shall take out and maintain the following insurances

·       Public Liability Insurance for £2,000,000.

·       Employer’s Liability Insurance

 

8.3 Each party shall provide the other upon request during the Contract period evidence that the insurances for which it is responsible are in place.

 

9. DURATION, HANDOVER & DEFECTS

 

9.1 The proposed commencement date and completion date are shown in the Quotation.  Dates are given by the Company in good faith but are not guaranteed.

 

9.2 The Company shall notify the Client within 3 working days of becoming aware of any event beyond its control which may prevent or delay completion of the Services.   The notice shall specify the cause of the delay, the likely effect on the completion date and the Company’s proposals for dealing with the matter.   The completion date shall then be extended as agreed by the parties or, failing agreement, decided under clause 14.  The Company acknowledges that it should take reasonable steps to mitigate or reduce any delay.

 

9.3 The Company shall give the Client notice of its intention to hand over the Services and give the Client the opportunity to inspect the Services prior to completion.  The Company shall then confirm the date of completion to the Client.

 

9.4 When the Contract provides for Equipment to be tested on completion, unless otherwise agreed in writing, the Client shall perform the tests under the supervision of the Company. 

 

9.5 Any defect must be notified promptly and in any event within 7 days of the Client becoming aware of the defect. Subject to clause 9.6, the Company shall be responsible for remedying defects in the Services which appear within 12 months from the date of completion and the Client shall give the Company full access to carry out any remedial work.  The Company shall, however, have no liability for: defects in design or materials supplied by the Client, defects attributable to fair wear and tear, accidental damage, interfacing with or defects in existing systems or equipment, or misuse or failure by the Client to comply with any operating or maintenance manuals or instructions.

 

9.6 Where any of the Equipment supplied by the Company has the benefit of a manufacturer’s warranty, the Company shall take steps to procure that the Client has the benefit of that warranty.  The Client’s recourse for defective Equipment shall be to the manufacturer and not the Company. The Company will give reasonable assistance to the Client in any such case but the Company shall not be liable for any defect in any of the Equipment except to the extent that this is proved to be caused by the Company’s gross negligence.

 

 

10. LIMIT OF LIABILITY

 

10.1 Except for its liability to remedy any defect for which it is responsible and which are notified to it within 12 months of the completion date, the Company shall have no liability to the Client, in contract or in tort, for any other direct, indirect, consequential or economic loss incurred by the Client, including but not limited to loss of use, loss of business or loss of profit.  Moreover, the aggregate liability of the Company under the Contract shall not exceed the Contract Price or the amount (if any) specified in the Quotation, if different.   However, liability for death or injury of individuals due to the Company’s negligence is unlimited.

 

10.2 All terms, conditions and warranties implied by law, trade use or otherwise (including but not limited to any warranties as to quality or fitness for purpose) are excluded to the extent permitted by law.  The Client acknowledges that the only warranties are those given expressly by the Company in these Terms & Conditions.

 

11. TERMINATION

 

11.1 The Company may give notice to terminate the Contract if the Client fails to make any payment to the Company within 30 days of the payment date or commits any other material breach of the Contract.

 

11.2 The Client may give notice to terminate the Contract if the Company commits a material breach and, in the case of a breach capable of remedy, fails to take steps to remedy the breach within 28 days of being requested to do so in writing.

 

11.3 Either party may terminate the Contract if the other party becomes insolvent or has a receiver, manager or administrative receiver or liquidator appointed.

 

11.4 Upon termination the Client shall pay for all amounts properly due up to the termination date and pay any amounts still owing for any Equipment ordered by the Company.  If the Company terminates under clause 11.1 or 11.3, the Client will also be liable to pay the Company for all demobilisation costs reasonably incurred by the Company plus a reasonable sum to compensate the Company for its loss of profit on the Contract. The Company shall be given access to the Site to recover all plant and materials and any Equipment for which payment has not been received in full.

 

11.5 Termination shall not affect the accrued rights and liabilities of the parties at the termination date.

 

12. INTELLECTUAL PROPERTY

 

All copyright and other intellectual property rights in designs and documents prepared by the Company shall remain the sole property of the Company.  The Client shall have a licence to use them, but only for the purposes for which they were prepared.  The Company shall have a similar licence in respect of drawings and documents issued to it by the Client.

 

13. FORCE MAJEURE

 

The Company shall not have any liability to the Client if prevented from performing any of the Services on account of force majeure which includes, but is not limited to severe weather conditions, fire, flood, epidemic, war, terrorism, strikes or difficulty in obtaining Equipment, materials or labour.  In any of these circumstances, the Company shall promptly notify the Client and has the right to suspend the Services for so long as the force majeure continues or to terminate the Contract by notice to the Client if force majeure continues for more than 30 days.

 

14. DISPUTES

 

14.1 The parties will endeavour to settle any dispute or difference amicably by direct negotiation.

 

14.2 If they are unable to settle the dispute, it may be referred by either party to adjudication in accordance with the CEDR (Centre for Effective Dispute Resolution) Adjudication Rules. The decision of the adjudicator shall be final and binding on the parties unless a notice of dissatisfaction is served by either party on the other within 28 days of the decision.

 

14.3 Any dispute that is not resolved by negotiation or adjudication shall be finally settled by the courts of England and Wales.

 

14.4 The Contract is governed by the laws of England and Wales.

 

15. GENERAL

 

15.1 Notices. Every notice shall be in writing and delivered by hand or sent by first class post to the address of the recipient.

 

15.2 Assignment. Neither party shall assign any of its rights or obligations under the Contract without the prior written consent of the other.

 

15.3 Subcontracting. The Company shall not sublet all of the Services but it shall be entitled to sublet parts of the Services.  Subcontracting shall not relieve the Company of its obligations under the Contract.

15.4 Entire Agreement. The Contract is the only agreement between the parties and supersedes any previous arrangements, agreements or understandings relating to the Services.

 

15.5 Amendment. Any amendment to the terms of the Contract shall only be effective if in writing and signed by an authorised signatory of the Client and the Company.

 

15.6 No Reliance on Warranties. The Client acknowledges that he has not relied on and shall have no remedy in respect of any statement,  representation, warranty, unless it is  expressly set out in the Contract.

 

15.7 Severance. If any provision of the Contract becomes illegal or unenforceable, this shall not affect the legality or enforceability of any other provision of the Contract. In that situation the parties shall, where possible, use reasonable endeavours to agree an alternative provision which is legally enforceable.

 

15.8 Waiver. The waiver by either party of a breach by the other in the performance of its obligations under the Contract shall not constitute a waiver of any default nor shall failure to complain of any default constitute a waiver of that default by the other party.