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Agreement of works between ECS and client
Subject to the following terms and conditions
1.1 Buyer – Means the person who buys or agrees to buy the goods from the Seller.
1.2 Conditions – Means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3 Delivery Date – Means the date specified by the Seller when the goods are to be delivered to begin installation but is subject to change for any and all manufacturing/supplier delays and/or requirements that effect the original specified date. This cannot be amended by the buyer unless agreed by the seller in writing and in doing so may result in additional costs.
1.4 Installation Date – Means the date by which installation of the goods shall begin by the Seller but is subject to change for any and all manufacturing/supply delays and/or requirements that effect the original specified date. This cannot be amended by the buyer unless agreed by the seller in writing and in doing so may result in additional costs.
1.5 Goods – Means the articles which the Buyer agrees to buy from the Seller.
1.6 Price – Means the price for goods excluding VAT.
1.7 Seller – Means the person whose name and address appears on the sale contract – Eco Climate Solutions.
1.8 Site Survey – Means the visit following the completion of sale paperwork by a Project Manager.
2 Conditions Applicable
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply or insert under any purchase order confirmation or order or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3 Payment of invoice shall be deemed acceptance of these terms.
2.4 A deposit paid by the Buyer to the Seller is not refundable. The Seller only may rescind the contract before or up to the point of survey if the installation contravenes Health and Safety Regulations at the sole discretion of the Seller.
2.5 Any variation to these Conditions (including any special terms and conditions between the parties) shall be inapplicable unless agreed in writing by the Seller.
4 Payment and Quotation
4.1 The Price shall be the price set out in the written quotation. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice. Any estimate or price given by the company prior to fully specifying the works is given in good faith but constitutes only an indication to the client and is not binding on ECS until such time as the design is fully specified, officially quoted and invoiced.
4.2 Prices are valid for 30 Days from the date and including the day of this quote.
4.3 Images used for display purposes only, please refer to supplier technical specification for details.
4.4 Payment of the Price and VAT shall be due on receipt of the invoice.
4.5 Once the invoice deposit is paid it is non-refundable.
4.6 Final balance is payable on day of completion. If works are to be structured over a periodic payment plan, late payments may delay works and project completion until cleared funds are received.
4.7 Payments by credit card will incur a 2% surcharge.
4.8 If the Buyer fails to make any payment on the due date then, without prejudice to the Seller’s right to retain all deposits already paid, the Seller shall be entitled to:
4.8.1 Rescind the contract or suspend any deliveries to the Buyer.
4.8.2 Appropriate any payment made by the Buyer to such of the Goods as the Seller may think fit.
4.8.3 Interest on payments not made when due or on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at the rate of 2% above Barclay’s Bank Plc’s Base Rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
4.9 Should the project not be delivered in its entirety within a twelve month period, initiated from the invoice payment date due to any reasons resulting from the site not being ready by reason of permits, local permissions or other contractors works, then the project must be re-quoted.
4.9.1 The new quote shall reflect and include any economic inflation, yearly business price rises and manufacturer inflation or change of new phase in /out of obsolete equipment. Any inflation or rise in costs shall be reflected within a new quote and invoice, with any short fall in the original deposit taken due on invoice to proceed.
4.10 All equipment supplied remains the property of Eco Climate Solutions Limited until full invoice balance has been received. Should the balance not be settled then we reserve the right to remove our goods as a result of non-payment. Any cost incorporated in the removal of these goods, shall be billed to the client.
4.11 Should the Buyer fail to make any payment on the due date then, without prejudice to the Seller’s right to retain all deposits already paid, the Seller shall be entitled to:
A) Rescind the contract or suspend any deliveries to the Buyer.
B) Appropriate any payment made by the Buyer to such of the Goods as the Seller may think fit.
C) If works are to be structured over a periodic payment plan late payments may delay works and project completion until cleared funds are received
4.12 Any outstanding balance payment will be due on the day of installation completion.The outstanding balance payment will be taken in full, by card payment, from the installing engineer upon the day of installation completion of the climate control system.
A)The Buyer must be available/present on the day of installation completion to settle any outstanding monies owed to the Seller.
B)Subject to failure of payment terms 4.12 and 4.12A the Seller reserves all rights to disconnect the system installed until all outstanding balances have been settled by the Buyer.
C)Failure to complete payment of outstanding balances shall be deemed as refusal to pay.
The Seller reserves all rights to remove all goods supplied to the Buyer and disconnect any system installed.
D)Late payment Interest will be charged at 8% above the Bank of England base rate on any balances not settled on installation completion. Failure to complete payment of outstanding balances will incur an additional administration cost of £1500 which will be added onto the Buyers total monies owed.
E) Should a debt collection enforcement agent be passed the debt this will incur further additional costs to the Buyer.
4.13 The service contract and invoice will be emailed to the Client after installation is complete with up to 14 days to make payment in order to initiate the warranty. Failure to make payment will render the labour warranty void.
5 The Goods
5.1 The quantity and description of the Goods shall be set out in the Seller’s written quotation/specification.
5.2 The Goods shall be manufactured/supplied in accordance with the description contained in the Seller’s written quotation/specification and manufactured in accordance with all applicable British Standards which relate specifically to the Goods.
5.3 The Seller may from time to time make changes to the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.
5.4 The Seller shall not permit any alteration or variation to the quotation/specification by the buyer unless such alteration has been authorised in writing.
5.6 As part of a retrofit installation, it may be necessary for the Seller to install a condensate pump. Should an install be required with a Condensate Pump, The buyer should be aware and should take into consideration that there will be an indoor unit operational dB (decibel) output of between 64-70 db (this is an estimate and is dependant on your kit) + an additional condensate pump operational dB (decibels) of between 21-35 dB for up to 20-30 min intermittent operational sound, which should be considered. Payment constitutes as acceptance of the additional operational db output.
6 Warranties and Liabilities
6.1 Save as expressly set out below except where the Buyer is dealing as a consumer ( as defined in the Unfair Terms Act 1977 Section 12 ) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded.
6.2 Subject to the conditions set out below the Seller warrants that the Goods will correspond with the quotation/ specification at the time of delivery and will be free from defects in material and workmanship. The above warranty is given by the Seller subject to the following conditions;
6.2.1 The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment inclusive of the service contract
6.2.2 The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit any such warranty or guarantee as is given by the manufacturer to the Seller.
6.2.3 If the Seller has at the request of the Buyer entered into a contract (” the Sub-contract”) with any person firm or company specified by the Buyer in relation to the installation of the Goods the Seller hereby assigns to the Buyer all rights of action which the Seller may have in respect of the said Sub-contract and in consideration thereof the Buyer hereby agrees that the Buyer will not at any time thereafter bring or take any action or proceedings or make any claims whatsoever against the Seller in respect of any matter arising out of the Sub-contract.
6.2.4 No responsibility will be accepted by the seller from any issues arising from this service plan.
6.3 5 years manufacturer’s warranty subject to regular annual service contract. The warranty becomes immediately effective as of completion of the works and systems left operational. Warranty does not cover accidental damage. The warranty will only be upheld should the service contract of the cooling system stay current and paid for up to date. Once the term of the contract terminates, the contract may only be terminated in writing with 6 months’ notice prior to the end of the service year. Should notice to cancel not be received then this will be considered desire to automatically renew the contract for a full year. The warranty for labour shall only be upheld for 3 years.
6.4Warranty to be supplied and taken care of by installing engineer –3 years manufacturers warranty subject to regular annual service
7 General Working Agreement:
7.1 This document is the entire T&C, no other provision may be included or read in.
7.2 These T&C may not be waived, amended, suspended, ceded or transferred.
7.3 These provisions are still enforceable where unforeseeable or uncontrollable circumstances exist.
7.4 When works are paused for build works to proceed, continue, or any other reason, a minimum of 6 weeks’ notice must be given to have re-attendance to site.
7.5All works will be done in a safe working environment and if at any time this may be compromised due to other building works going on we will pause works until safe to do so.
7.6 Any project delay periods of over 30 days will be subject to a re-costing calculation. Prior to continuing with the project we will request a change in the payment plan and/or apply additional charges for the administration and project delivery changes incurred due to any third party delays. The subsequent invoice for these costs must be paid for in full before work on site will continue.
7.7 Should any delays be caused to the installation of works due to a 3rd party, then any costs incurred shall be billed to the client.
7.8 Once the equipment is delivered to site it becomes the clients responsibility for any accidental damage, theft or undue care causing damage. Upon completion of all works commissioning data sheets and refrigerant gas records will be left off site for your records and in the event of an inspection from the environmental waste authorities.\
7.9 All works are quoted to be carried out between the hours of 8am and 5pm, requirement to work outside of these hours will result in additional labour charges which remain the responsibility of the client
9 Changes To Works:
9.1 Any modifications and variations made to the signed off drawings that may effect cost will be the responsibility of the client, thus will be re-costed and re-quoted.
9.1.2 Should the client like to implement any changes to the design, this must be in writing and paid in full and upfront. Should any changes be unfeasible this does not constitute to entitlement to the cancellation of works.
9.1.3 The Seller shall be under no liability whatsoever to the Buyer for any indirect loss and/or expense or inconvenience suffered by the Buyer arising out of any delay in completing the installation for whatever reason as a result of changes to works.
10.1 Once the invoice deposit is paid, it is non- refundable. If the project is not delivered in its entirety within a 3-month period starting from this payment date, due to any and all reasons that are resulting from the site not being ready by reason of permits, local permissions or other contractors works, then the project must be re-quoted. The new quote costings will represent any economic inflation, manufacturer inflation or change of new phase in /out of obsolete equipment, and yearly business price rises. If there has been any rise then this will be reflected on a new quote and invoice with any short fall in the original deposit taken due on invoice to proceed.
11 Insolvency or Change in Circumstances of Buyer
11.1 This clause applies if:
11.1.1 The Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order; or
11.1.2 an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
11.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
11.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly;
11.1.5 or in the case of a Buyer which is a Limited Company there is any change whatsoever in directorships or shareholdings in or control of the Buyer without the prior approval of the Seller;
11.1.6 or there is any change whatsoever in the ownership of the Buyer or the Buyer sells or otherwise disposes of any part of its business without the prior approval of the Seller; or
11.1.7 the Buyer does any act or thing calculated or liable to bring the name of the Seller into disrepute.
11.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without liability to the Buyer.
12 Scheduling :
12.1 ECS will work towards scheduled timelines however cannot be bound to any discussed date created by a 3rd party
13 Delays of Works:
13.1 There shall be no involvement from any other third party contractors for these works. Should any delays be caused to the installation of works due to a third party, then any costs incurred shall be billed to the client.
13.2 Any project delay periods of over 14 days will be subject to a re-costing calculation. Prior to continuing with the project we will request a change in the payment plan and/or apply additional charges for the administration and project delivery changes incurred due to any third party delays. The subsequent invoice for these costs must be paid for in full before work on site will continue.
14 Planning Permission:
14.1 All local Planning permission for works remain the buyers responsibility and any delays by the local planning authority or additional labour/material costs will be charged for.
15.1 In the event of a promotional discount, accessibility to the site must be made for all promotional filming and photos to be taken and used in all digital marketing and media, insufficient access will result in this discount being revoked and an invoice issued for payment of the discounted amount in full.
16 Working Environment:
16.1 All works will be done in a safe working environment and if at any time this may be compromised due to other building works going on we will pause works until safe. This may result in an additional charge to the client re-attend.
16.2 All works are quoted to be carried out between the hours of 8am and 5pm, requirement to work outside of these hours will result in additional labour charges which remain the responsibility of the client.
17 Delivery of Goods
17.1 Delivery of the Goods shall be made to the Buyer’s address on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
17.2 The Seller shall not be liable for any loss or damage whenever due to failure by the Seller to deliver the Goods ( or any of them ) promptly or at all.
17.3 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then without prejudice to any other right or remedy available to the Seller the Seller may:
17.3.1 Store the goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
17.3.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
18 Climate Control:
18.2 Upon completion of all works commissioning data sheets and refrigerant gas records will be left of site for your records and ready in the event of an inspection from the environmental waste authorities.
19 Limitations of Liability:
19.1 ECS shall not be liable to client for any special, indirect, incidental or consequential damages arising from a breach of this Agreement.
19.2 The Seller shall be under no liability whatsoever to the Buyer for any indirect loss and/or expense or inconvenience suffered by the Buyer arising out of any delay in completing the installation for whatever reason by the Installation Date.
19.3 ECS hold full responsibility for the carrying out of the agreed works with fully trained and insured employees and no such persons other than these shall be involved in the installation or handling process of this equipment covered under EU law for the safe handling of fluorinated gases.
19.4 Once the equipment is delivered to site it becomes the client’s responsibility for any accidental damage, theft or undue care causing damage.
20 Proper Law of Contract
20.1 This contract is subject to the law of England and Wales.
Payment constitutes as acceptance of these terms and conditions