Terms and Conditions

PHS Compliance (hereinafter called “the Company”)
GENERAL CONDITIONS OF SALE (April1994 Edition)

GENERAL CONDITIONS OF SUPPLY AND INSTALLATION

1. Unless otherwise agreed in writing by the Company these conditions which supersede any earlier sets of conditions appearing in the Company’s catalogues or elsewhere shall override any terms or conditions stipulated, incorporated or referred to by the customer whether in the order or in any negotiations not withstanding any stipulation to the contrary.

QUOTATIONS

2. No quotations given by the Company for the supply of goods or for the supply of services shall constitute an offer, and the Company hereby reserves the absolute right to withdraw and amend any such quotation until such time as the company has accepted the order of the customer. All quotations are exclusive of VAT unless otherwise stated and are valid for 30 days only.

ORDERS

3. All orders shall be in writing and shall give sufficient details to enable the Company to identify any relevant quotation, and in particular quote all reference
numbers. Any special requirements of the customer must be clearly indicated. Acceptance of any order or of any variation of an order which may be made by
telephone, fax, and telex will be conditional upon its being confirmed in writing by the customer within seven days.

PRICES

4. The prices payable for goods and services supplied by the Company shall be the price specified in the quotation. The company reserves the right at any time (whether before or after acceptance of the customer’s order) to pass onto the customer any increased cost to the company resulting from the supply of different goods and equipment from that specified in the quotation, from any increase in prices charged to the Company by its suppliers, or from any increase in VAT or any other similar tax from time to time levied.

INSTALLATION

5. The quotation takes no account of contingency costs and the Company reserves the right to charge the customer for any extra costs occasioned to the company by reason of delay in the performance of the contract, excessive movement of materials or any other difficulty caused by adverse circumstances not specified in the quotation and/or the customer’s order. Where any quotation includes a charge for erection and installation, such charge is based on the assumption that sites are clean and level and offer reasonable access.

PAYMENT

6. (a) Unless the customer has an approved credit account with the Company, payment in full must be made in advance of delivery of any goods or the performance of any services by the Company.
(b) Any customer wishing to open a credit account with the Company must make application in such form as the Company may from time to time require and must furnish two trade references and one banker’s reference satisfactory to the Company. The company shall be entitled to refuse any such application and at any time to revoke without notice any credit facilities which it may previously have allowed and in either case to give reasons for its action or not as it shall think fit.
(c) If a customer maintains a credit account, payment for goods supplied and services rendered within the terms of an order shall become due upon substantial completion of the order and upon presentation of any invoice by the Company. Payment shall be made within twenty-eight days of the date of invoicing failing which the unpaid amount shall bear interest from the end of the said period of twenty-eight days until payment at the rate of 2% per annum above base rate for the time being of the Co-operative Bank, both before and after judgment.
(d) All payments shall be in sterling and shall be remitted to the Company at The Square, Gloucester Business Park. Gloucester GL3 4AD

DELIVERY RISK AND TITLE

7. (a) The customer shall check all quantities of delivered goods delivered against any delivery note or other document which may be produced at the time of delivery by the Company’s supplier or his agent. Any shortages must be reported to the Company forthwith, failing which the customer shall be deemed to have received all the goods specified in the delivery note or other document and be liable for any deficiency in accordance with the remaining provisions of this clause 7.
(b) All goods delivered to the customer’s premises in advance of installation work shall, after delivery, be the responsibility and at risk of the customer. The customer shall be liable for any theft, loss, damage or destruction howsoever caused to goods so delivered and/or to any plant tools or other equipment of the Company left at the customer’s premises for the purposes of carrying out the installation of the goods.
(c) Notwithstanding installation and/or delivery of any goods, title to such goods shall pass to the customer only upon payment in full of the relevant purchase price together with interest (if any) thereon and all other sums (if any) due to the Company by the customer of whatever nature and whether arising out of this contract or any other arrangement or transaction.

SPECIFICATIONS

8. The company hereby reserves the right to substitute the goods of one manufacturer for goods of another but of the same fitness quality and specification, notwithstanding that the goods of one manufacturer only are quoted in the accepted order.

LIABILITY

9. The Company shall not be liable for any personal injury or death, however caused, arising from the supply of goods or services except where such injury or death is shown to result from the negligence of the Company or its employees or agents.
10. Save as provided in numbered paragraphs 11 and 12 below, the Company shall not be liable for any damage, injury or loss of any kind whatsoever to the property of any person, howsoever caused, arising during or out of the supply of services or the supply or installation of goods by the Company.
11. The Company shall not be liable for any defects in workmanship, for any delay or for any other shortcomings in the services supplied by the Company to the customer except, in the case of defects in workmanship only, if it is shown that such defects were the direct result of negligence on the part of the Company. In any event, the liability of the Company shall not exceed the cost of remedying the defects in workmanship and the Company shall not be liable for any loss consequent upon such defects.
12. (a) In relation to any goods supplied to the customer the Company gives no warranties and is bound by no conditions, whether as to the quality, fitness, description or specification or otherwise howsoever save so far as such warranties are implied by statute may not be excluded.
(b) The customer shall notify the Company forthwith in writing upon the discovery of any defect in any goods supplied to the customer.
(c) The maximum liability of the Company (including liability for works necessary to replace any other consequential loss) in respect of any breach of any warranty or condition shall not exceed one and a half times the price (at the date of acceptance of the customer’s order) of the defective item.
(d) Provided the customer shall have notified the Company as required by sub-paragraph (b) above, the Company will at the request and cost of the customer pass on to the customer the benefit of the guarantee (if any) which the Company may have received from the supplier of the goods in question.
13. Any statements, oral or written, made prior to the acceptance of the customer’s order as to the specification or performance of any equipment, any savings of energy likely to result from any installation and the time within which any installation may be completed, are to be regarded as estimates only and do not form part of any contract between the Company and the customer.

INTELLECTUAL PROPERTY RIGHTS

14. All drawings, illustrations, diagrams, descriptions, and other information or literature submitted by the Company shall remain the property of the company (or its supplier). The customer shall not without the Company’s (or supplier’s) previous consent in writing disclose any of the forgoing to any third party.

FORCE MAJEURE

15. In the event of the company’s contract with the customer being cancelled, delayed, interrupted or otherwise restricted by force majeure, lockout, strikes of workmen or any other cause whatsoever beyond the control of the Company then the Company shall be at liberty to defer the date of installation and deliver or to cancel the order.
If the contract is cancelled under this provision:-
(a) The Company shall be entitled to payment for all goods previously supplied and installed under the contract and to payment of a proportion of the price specified in the contract for installation or other work to be performed by the Company equal to the proportion which the work completed at the date of cancellation shall bear to the whole of such work; and
(b) The customer shall have no right to claim for any loss or damage occasioned by such cancellation.

TERMINATION

16. If the customer has a judgment recorded against him and if a distress or execution is levied or if the customer’s landlord threatens or takes steps to levy a distress upon the customer’s goods or if the customer shall commit an act of bankruptcy or shall enter into a deed of assignment of composition or arrangement for the benefit of his creditors or if the customer shall have a receiver or manager appointed over any of his property or assets or if (being a company) any resolution or petition to wind up such company (otherwise than for amalgamation or reconstruction ) shall be passed or presented or if a receiver of any of the customer’s property or assets shall be appointed then the Company may stop any goods in transit and may forthwith determine the contract.
If the contract is terminated under this provision:-
(a) The Company shall be entitled to payment for all goods previously supplied and installed under the contract and to payment of a proportion of the price specified in the contract for installation or other work to be performed by the Company equal to the proportion which the work completed at the date of termination shall bear to the whole of such work; and
(b) The customer shall have no right to claim for any loss or damage occasioned by such termination.

NOTICES

17. Any notice required to be given hereunder shall be in writing and shall be deemed to be served if sent by prepaid first class post or by fax to the Company at The Square, Gloucester Business Park. Gloucester GL3 4AD or (as the case may be) to the customer at its registered office for the time being or (if the customer is an individual or partnership) at his or their place of business as specified in the quotation and/or order, or subsequently notified by the Company.