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1. Interpretation

In these terms and conditions “Specialist Washing Co.” means Specialist Washing Company Limited, “the Buyer” means the party with whom Specialist Washing Co. is contracting and “the Goods” means the goods and/or service which Specialist Washing Co. contracts to supply.

2. Basis of the sale

These terms and conditions shall form the entire agreement between Specialist Washing Co. and the Buyer. No variation to these terms and conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and Specialist Washing Co. and no other express terms, whether oral or in writing, shall be taken to be part of the agreement between Specialist Washing Co. and the Buyer.

3. Orders and acceptance

3.1 No binding agreement shall exist between the Buyer and Specialist Washing Co. until Specialist Washing Co. has sent a written or e mailed acceptance of the Buyer’s order to the Buyer (“a Written Acceptance”).

4. Price

4.1 The price of the Goods shall be Specialist Washing Co.’s quoted price and subject to clause 4.2 below, shall be valid for sixty (60) days.

4.2 Specialist Washing Co. reserves the right to increase the price of the Goods without notice to the Buyer where such increase is due to any factor caused by the Buyer.

4.3 The price is exclusive of any applicable value added tax that the Buyer shall be additionally liable to pay to Specialist Washing Co. at the prevailing rate.

5. Installation charges

5.1 Installation of the Goods is at the discretion of Specialist Washing Co. and is charged at £400 per person per day plus the cost of materials. In addition, the Buyer shall be liable to pay a call out charge of £45 per day in respect of travel costs. In the event that Specialist Washing Co. is unable to gain access to the premises for installation for any reason whatsoever a charge of £40 per hour or £300 per day shall be levied, whichever is the greater. Specialist Washing Co. shall, in its sole discretion, determine the number of people required for the installation.

5.2 The rates quoted in clause 5.1 above are for installations undertaken during normal business hours and on normal business days. Any installations outside normal business hours (9am to 5pm) or on a Saturday shall be at 1.5 times the rates quoted in clause 5.1 above and any installations on a Sunday or public holiday shall be at twice the rates quoted in clause 5.1 above.

5.3 The installation charges shall be paid by the Buyer within 30 days of date of issue of the invoice in respect of such charges.

5.4 The Buyer shall be responsible for:

5.4.1 providing specialist equipment which may be required for the installation of the Goods; and

5.4.2 ensuring appropriate access to the premises and the area of installation and for any costs involved in respect of the repairing of any damage caused as a result of the installation of the Goods.

5.5 Any electrical installation is excluded.

6. Terms of payment

6.1 Specialist Washing Co. will prepare a pro-forma invoice for the Buyer for the price of the Goods before delivery of the Goods. The Buyer shall pay the price of the Goods against the pro forma invoice unless otherwise agreed in writing by Specialist Washing Co.

6.2 If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to Specialist Washing Co., Specialist Washing Co. may cancel the contract and take possession of the Goods in accordance with clause 9.3 and/or charge the Buyer interest on a daily basis on the amount unpaid at the rate of 4% per annum above Barclays Bank’s base rate from time to time, until payment in full is made.

7. Delivery

7.1 Delivery of the Goods shall occur at such place as is agreed between Specialist Washing Co. and the Buyer. The costs of such delivery shall be for the account of the Buyer.

7.2 Any dates quoted for delivery of the Goods are approximate only. Time for delivery shall not be of the essence.

7.3 Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract.

7.4 If Specialist Washing Co. fails to deliver the Goods (or any installment) for any reason other than any cause beyond Specialist Washing Co.’s reasonable control or the Buyer’s fault, and Specialist Washing Co. is accordingly liable to the Buyer, Specialist Washing Co.’s liability shall be limited to the excess (if any) of the cost to the Buyer of similar goods to replace those not delivered over the price of the Goods.

8. Risk

8.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time that the Goods are delivered to the Buyer.

9. Retention of Title

9.1 Not withstanding delivery and the passing of risk in the Goods, the property in the Goods shall not pass to the Buyer until Specialist Washing Co. has received in cash or cleared funds payment in full of the price of the Goods.

9.2 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as Specialist Washing Co.’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, insured and identified as Specialist Washing Co.’s property.

9.3 Until such time as the property in the Goods passes to the Buyer, Specialist Washing Co. may at any time with good cause require the Buyer to deliver up the Goods to Specialist Washing Co. and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored or installed and repossess the Goods.

9.4 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Specialist Washing Co., but if the Buyer does so all moneys owing by the Buyer to Specialist Washing Co. shall forthwith become due and payable.

10. Warranties and liability

10.1 The Buyer shall rely upon its own judgment as to the suitability of the Goods for the purpose for which they are intended.

10.2 Specialist Washing Co. warrants that the Goods will be free from defects in material and workmanship. This warranty is given by Specialist Washing Co. subject to the following conditions:

10.2.1 Specialist Washing Co. shall be under no liability in respect of any defect in the Goods arising from any specification supplied by the Buyer;

10.2.2 Specialist Washing Co. shall be under no liability in respect of any defect in the Goods arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow Specialist Washing Co.’s instructions (whether oral or in writing), misuse, alteration or repair of the Goods without Specialist Washing Co.’s approval; and

10.2.3 Specialist Washing Co. shall be under no liability if written notification of the defect is not given by the Buyer to Specialist Washing Co. within 60 (sixty) months of delivery of the Goods, with documentary proof of the same.

10.3 Save as expressly stated in these terms, all warranties, conditions or other terms, whether express or implied, statutory or otherwise are excluded to the fullest extent permitted by law. In particular Specialist Washing Co. gives no warranty that the Goods are fit for any particular purpose.

10.4 Where a valid claim in respect of a defect of the Goods is notified to Specialist Washing Co. in accordance with these terms, Specialist Washing Co. may, at its discretion, replace the Goods (or the part in question) or repair the Goods, such replacement or repair to be free of charge. The Buyer however shall be responsible for the cost of returning the Goods to Specialist Washing Co. for such replacement or repair.

10.5 Except in respect of death or personal injury caused by Specialist Washing Co.’s negligence or any liability which Specialist Washing Co. may have for defective products under the Consumer Protection Act 1987, Specialist Washing Co. shall not be liable to the Buyer by reason of any misstatement or representation (unless fraudulent), or any implied warranty, or any duty at common law, or under the express terms of the agreement for loss of profit or for any indirect or consequential loss howsoever arising.

10.6 Specialist Washing Co. shall further not be liable for any damage caused to the Buyer’s property as a result of the installation of the Goods and it is the Buyer’s responsibility to assess whether the area of installation is suitable to hold the Goods in question.

10.7 Save in respect of liability for death or personal injury caused by Specialist Washing Co.’s negligence or any liability which Specialist Washing Co. may have for defective products under the Consumer Protection Act 1987, the entire liability of Specialist Washing Co. under or in connection with this agreement shall not exceed the price of the Goods to which such claim arises.

11. Force Majeure

Specialist Washing Co. shall not be liable to the Buyer by reason of any delay or failure in performing its obligations in relation to the Goods if the delay or failure was due to any cause beyond Specialist Washing Co.’s reasonable control.

12. Indemnity

12.1 The Buyer shall indemnify Specialist Washing Co. against all loss, damages, costs and expenses incurred by Specialist Washing Co. as a result of any claims made by a third party in respect of the installation (if installed by the Buyer) or operation in a negligent or improper manner by the Buyer, its employees or agents.

13. Insolvency of a buyer

13.1 In the event of the insolvency of the Buyer (or where Specialist Washing Co. reasonably apprehends that an event of insolvency is about to occur to the Buyer and notifies the Buyer accordingly), then without limiting any other right or remedy available to Specialist Washing Co., Specialist Washing Co. may cancel the agreement and if the Goods have been delivered but not paid for the price shall become immediately due and Specialist Washing Co. shall be entitled to take possession of the Goods in accordance with clause 9.3.

14. Confidentiality

The existence of the agreement between Specialist Washing Co. and the Buyer and the content of the agreement is a confidential matter and shall not be disclosed by the Buyer to any third party without the written consent of Specialist Washing Co.

15. General

15.1 The agreement shall be governed by the laws of England and the Buyer agrees to submit to the exclusive jurisdiction of the English courts.

15.2 The provisions of the Contracts (Rights to Third Parties) Act 1999 are hereby excluded and shall not apply to this agreement.

15.3 If any provision of the agreement is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the agreement and the remainder of the provision in question shall not be affected.