Terms & Conditions
SERVICE AND MAINTENANCE CONTRACT TERMS AND CONDITIONS OF TRADINGThese conditions shall form the basis of a contract under which we undertake to carry out the work specified in our proposal. In the event of any conflict between these conditions and any conditions contained in our proposal, the latter shall prevail.
Acceptance of our proposal constitutes your consent to these conditions, and excludes any other conditions, whether expressed or implied, which are inconsistent with them.
1. ARTIC’S RESPONSIBILITIES
Artic Building Services Limited (hereinafter referred to as ‘Artic’) will carry out routine maintenance to the Equipment as described in the Proposal Document. In addition Artic shall at the additional expense of the Customer carry out such further works of repair and overhaul as may be requested via a formal purchase order from the Customer
Artic will report to the Customer details of replacement parts and consumable materials used at each visit, and will also notify the Customer of any further worn or defective parts observed during the visit.
Artic will also provide a call-out service for breakdown subject to payment as described in Clause 4.3 below.
Basic service visits will be made during normal working hours at a time mutually convenient to the customer and Artic. Breakdown service work and other works of maintenance, repair and replacement will be performed by Artic as soon as reasonably practicable after the written request from the Customer. Where the Customer requires to specify the time for works to be performed by reference to any particular day, then Artic must be given at least 48 hours notice of the time allocated. Artic shall under no circumstances be liable in the event that it is unable to perform its obligations hereunder at any time specified. Times stated are given as accurately as possible and represent statements of intention but are in no way contractually binding.
2. EXCLUSIONS
The following works are not covered under the Proposal Document contract fee, and will be charged for in addition to the contract fee. Artic will not be required to carry out any of the following under this contract; and such work, if to be carried out by Artic, shall be carried out during the normal working hours of Artic (unless requested otherwise in writing by the Customer) and as soon as reasonably possible.
2.1 Attention to faults caused by defects or blockages in the Customer’s drainage system, failures in the supply of water, electricity or other services.
2.2 Work performed by Artic outside normal working hours at the Customer’s request.
2.3 Repair of the Equipment necessitated by accidental or wilful damage, or by defective works performed by persons other than those employed by or authorised in writing by Artic.
2.4 Repairs necessary as a result of fair wear and tear, except as provided in the maintenance schedule.
2.5 Work on ancillary gear or equipment attached to or adjacent to the Equipment.
2.6 Damage or deterioration due to misuse negligence or incorrect operation.
3. CUSTOMER’S RESPONSIBILITIES
3.1 The Customer will permit access to the Equipment at times reasonably requested by Artic and subject to reasonable notice. He will provide free of charge all necessary lifting gear, lighting, power and water.
3.2 The Customer will be responsible for all loss or damage howsoever caused (otherwise than by neglect or default of Artic or its employees) to all machinery or materials brought onto the Customer’s premises by Artic for the performance of its obligations, and shall adequately insure against such loss.
3.3 The Customer will use the Appliance in accordance with the instructions or any directions issued by the manufacturer of the Appliance or Artic.
4. PAYMENT
The Customer will make payment as follows.
The Customer will pay the Contract fee by equal instalments in advance of each maintenance visit at the payment intervals forthwith upon receipt of invoice from Artic.
If the Customer notifies Artic of his intention to pay the full years contract fee in advance, Artic will raise an invoice showing the appropriate fee and payment will be made against this invoice in advance of the agreed commencement date.
Artic will raise invoices at Artic’s then current rates in respect of all materials and parts (other than parts subject to manufacturer’s warranty) used during the course of all work carried out and in respect of all labour employed in carrying out additional works under Clause 1.1 above. If the total contract fee does not include a Breakdown Extension Artic will also raise invoices for all works carried out under Clause 1.3 above. Payment will be made by the Customer for all invoices raised under this sub-clause within thirty days from the date of invoice.
The contract fee is based on the Equipment remaining situate at the stated premises and with convenience of access as existing at the date hereof. If the Equipment is moved to other premises or access restricted then Artic reserve the right to increase the contract fee
If the Customer fails to make payment to Artic as provided under this Clause, then without prejudice to Artic’s rights under Clause 6.2 below, Artic may charge interest at a rate of 3% above Barclays Bank base rate on all amounts overdue.
5. STATEMENT AND REPRESENTATION
The Customer accepts that all statements made by Artic’s servants, agents or sub-contractors do not form part of any contract and constitute statements of opinion only of such persons.
Artic shall only be bound by the terms of this contract and other written statement signed by a nominated Artic representative at management level.
6.GUARANTEE
6.1 Artic hereby guarantee that if any materials supplied or work performed by it are or is proved to its satisfaction to be defective, it will promptly at the request of the Customer rectify such defect in the Equipment free of charge.
6.2 Artic will indemnify the Customer against any legal liability for injury or damage to any person or to any property to the extent directly caused by its negligence in performing its obligations hereunder, but not otherwise, provided that:
6.2.1 The total liability of Artic for damage to the property of the Customer shall not exceed £5,000,000 for any one act or default, and
6.2.2 Artic shall not be liable to the Customer for any loss of use of the Equipment or other plant or equipment or for loss of profits or of contracts or for any consequential loss, damage or injury of any kind whatsoever whether to the Customer or third parties otherwise than in respect of claims for personal injuries or death arising by virtue of negligence on the part of Artic.
6.3 In the event that the Customer fails to notify Artic in writing within fourteen days of it becoming aware of circumstances which could entitle it to make a claim against Artic pursuant to these Conditions then Artic shall not be liable to the Customer to the extent that Artic are thereby prejudiced by reason of inconvenience or expense due to such delay in notification.
6.3 The liability of Artic to the Customer in relation to any claim whatsoever in respect of goods or services supplied by any Specialist Sub-contractor as specified in the Proposal Document or other performance or failure in performance by such Specialist Sub-contractor of any of its obligations shall be limited to the liability of such Specialist Sub-contractor to Artic and the Customer shall fully and effectively indemnify Artic from and against any such claim if made against Artic by any third party whatsoever.
6.4 This guarantee is given in lieu of all other conditions, warranties or undertakings expressed or implied by common law or statute which are hereby expressly excluded.
7. TERMINATION
This contract will start on the agreed commencement date and continue in force and effect until the Termination. This contract may be terminated by giving three months notice in writing to the other at their registered offices (or usual correspondence address), unless previously terminated under one of the following sub-clauses: -
7.1 Either party may terminate this contract at any time by notice in writing given to the other at their registered offices (or usual correspondence address) if either party: -
7.1.1 commits a breach of the terms of this contract which, if capable of remedy has not been remedied within 30 days of receipt of notice specifying the breach.
7.1.2 becomes bankrupt or insolvent of compounds with creditors or proceedings are commenced for its liquidation (other than for a voluntary winding up for the purpose of re-construction or amalgamation) or if a Receiver or Manager is appointed of all or any part of its assets or undertaking.
7.2 Artic shall be entitled to terminate this contract forthwith by notice in writing if the Customer shall fail to make payment for any reason of any sums due from it hereunder within 30 days from the date due for payment as provided by this contract or if the Customer purports to assign the benefit of this contract without the consent in writing of Artic.
8. FORCE MAJEURE
Neither party shall be under any liability whatsoever for any delay, loss or damage caused wholly or in part by Act of God, governmental restriction, condition or control or by reason of any act done or not done pursuant to a trade dispute whether such dispute involves employees or not by reason of any other act, matter or thing beyond its reasonable control.
9. LEGAL
Subject to the obligations of Artic under the above conditions and to the provisions of the Unfair Contract Terms Act 1977 Artic shall not be liable for any loss or damage caused by or arising from the failure of Artic to fulfil its obligations under this contract and this contract shall be governed and interpreted exclusively according to the law of England and shall be subject to the jurisdiction of the English Law Courts.
Where for any reason the repair or replacement of a part cannot be carried out at the address of the Customer then Artic will notify the Customer and the repair or replacement will be the subject of a separate agreement between the Customer and Artic.
TRANSFER OF ACCOUNT
The Customer shall not transfer this contract to any other person without the consent of Artic.
NOTICES
Any notice which has to be given by Artic will be in writing and deemed
duly delivered if sent to or left at the address of the customer given in this contract or to any other address which the customer has notified Artic in writing at his address for service and any notice which has to be given by the Customer will be in writing and deemed duly delivered if received at or left at the address of Artic given in this contract.
