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Accent Services (Air Conditioning) Limited (“Accent”) Terms and Conditions for the Sale of Goods and Services

1 Application of these Conditions


1.1 These Conditions apply to and form part of the Contract between Accent and the Customer. They supersede any previously issued terms and conditions of purchase or supply.


1.2 No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory of both parties.


1.3 Each Order by the Customer to Accent shall be an offer to purchase Deliverables subject to these Conditions.


1.4 Acceptance of an Order by the Accent shall take place when it is expressly accepted or by any other conduct of Accent which is reasonably consistent with acceptance of the Order.


1.5 The giving by the Customer of any instructions for the delivery of goods or services, or any conduct by the Customer in confirmation of any quotation purporting to incorporate these conditions shall constitute unqualified acceptance by the Customer of these conditions.




2 Payment


2.1 Accent shall invoice the Customer for: (a) the Goods no sooner than completion of delivery of the Goods or, if later, the Customer’s acceptance of the Goods, (b) Services no sooner than completion of performance of the Services or, if later, the Customer’s acceptance of the Services.


2.2 Payment in full for services and goods shall unless otherwise agreed in writing by Accent be made by the Customer within thirty (30) days of the Accent invoice and Accent will be entitled at it’s absolute discretion to charge interest at a rate of up to four (4%) percent per month above LIBOR on all money not paid by the due date without prejudice to any other remedy. Any costs, including but not limited to legal expenses and court fees. incurred in relation to the recovery of any sums outstanding shall be for the Customer’s account.


2.3 The Customer shall not be entitled to withhold any payment or make any deduction from the invoiced amount in respect of any set off or counter claim unless both the validity and the amount thereof have been admitted by Accent in writing.


2.4 If payment of any monies due is not made by the due date, Accent shall be entitled ; (i) to refuse to carry out any further work on the contract or any other contract then subsisting between Accent and the Customer and to withhold delivery, of any goods, whether ordered or not at the due date or not without incurring any liability whatsoever to the Customer for such delay. (ii) By notice in writing to the Customer to treat this Contract as repudiated by the Customer and to recover all losses and expenses suffered by the Accent as a result of such repudiation.


2.5 Accent shall be entitled to increase the price quoted whether before or after any acceptance of the order by the amount of any increase in the cost to Accent of supplying the goods or services for any reason whatsoever including (without prejudice to the generality of the foregoing) increases in the cost of materials, wages, packing, insurance, freight or duty or changes in exchange rates or the action of any government or authority. In the case of any contract which is not completed within two (2) months of being entered into Accent shall be entitled to an increase in the price by the amount of any increase in Accent’s general rates of charge for work done. Accent shall be entitled to increase the price in the event of any error or omission on the part of it, it’s servants or agents affecting the price or it’s calculation.


2.6 In the event of Accent agreeing to supply any goods or do any work additional to the subject matter of this contract the Customer will pay Accent at Accent’s current rate of charge for such work or goods.


2.7 In the event of Accent attending at any premises at the request of the Customer in order to carry out work on the contract but being unable to do so for any reason other than the fault of Accent the Customer shall pay Accent at its current rates for the wasted time involved.




3 Delivery and performance


3.1 Accent will use reasonable endeavours to ensure Goods and Services are delivered to any specified location on the date(s) specified in the Order.


3.2 If Accent is prevented (directly or indirectly) from making delivery of any Goods or Services for any cause outside his reasonable control Accent shall be under no liability whatsoever to the Customer (or to the Customers own Customer) and shall be entitled to extend the time of Accent’s performance by a period equivalent to that during which performance has been prevented by the circumstances.


3.3 Accent undertakes to make every reasonable endeavour to adhere to any time limits quoted. Such time limits are not however guaranteed or to be deemed to be the essence of the contract and Accent shall in no case be liable for any delay or any losses resulting directly or indirectly therefrom howsoever caused and any delay in performing the contract shall not be sufficient cause for cancellation.




4 Title and Risk


4.1 Title to the Goods shall pass to the Customer only on full payment by the Customer for the Goods and any related Services.


4.2 Title to the Goods shall remain with Accent and the Customer shall store the goods in such a manner that they are clearly identifiable as the property of Accent.


4.3 Accent reserves the right to dispose of the Goods and may retake possession thereof at any time for that purpose and may by its servants or agents enter upon any land or premises owned or occupied by the customer or any subsequent purchaser of the Goods from the Customer.


4.4 If the Customer incorporates or allows the incorporation of the Goods into other Goods or products in any way, legal and beneficial title to those other goods, both during the incorporation and thereafter shall vest with Accent and the Customer shall hold them in a fiduciary capapcity as bailee for the Accent.


4.5 The risk in any goods supplied shall pass on delivery of the Goods to the address at which they are to be installed.




5 Warranty


5.1 Accent warrants and represents that, for a period of 12 months from delivery (the Warranty Period), the Deliverables shall:


5.1.1 conform in all material respects to any sample, their description and to the Specification;


5.1.2 be free from material defects in design, material and workmanship;


5.1.3 comply with all applicable laws, standards and best industry practice;


5.1.4 if Goods, be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and


5.1.5 if Services, be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13;


5.1.6 be fit for purpose and any purpose held out by the Supplier and set out in the Order and as otherwise required to meet the Customer’s needs; and


5.2 The Customer may reject any Deliverables that do not comply with clause 5.1 provided that the Customer serves a written notice on Accent within the Warranty Period that some or all of the Deliverables do not comply with clause 5.1


5.3 The provisions of these Conditions shall apply to any Deliverables that are remedied, repaired, replaced, corrected or re-performed with effect from the date of the delivery or performance of the remedied, repaired, replaced, corrected or re-performed Deliverables.


5.4 The Customer’s rights under these Conditions are in addition to, and do not exclude or modify, the rights and conditions contained in the Supply of Goods and Services Act 1982, s12 to 16 and the Sale of Goods Act 1979, s13 to 15.


5.5 Accent’s obligations under this warranty shall be limited to correcting any defective work; provided that notice of such defects and satisfactory proof thereof is given by the customer immediately upon discovery and that the equipment on which Accent’s work shall have been done shall not have been taxed beyond its normal capacity and shall in all respects have been operated and maintained in the normal and proper manner and in accordance with manufacturer’s recommendations and shall not have been subjected to misuse or damage.


5.6 Save as in this clause hereinbefore expressed Accent shall be under no liability in contract tort or otherwise for any personal consequential or other injury loss or damage of any kind or howsoever caused or from anything done or omitted in connection with any work done or omitted to be done by the Supplier.


5.7 Notwithstanding anything contained in these Conditions Accent’s sole liability in respect of goods parts or materials not manufactured by Accent but supplied by Accent shall be to give the Customer but without expense to Accent the benefit of any Manufacturer’s guarantee or other rights which are available to Accent against the Manufacturer or supplier of such goods and materials. In the event of an agreement between the Customer and its customer containing provisions requiring a more onerous specification or standard of work than that normally provided by Accent such provisions shall not be binding on Accent unless Accent shall have agreed in writing to accept such provisions.




6 Limitation of liability


6.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 6.


6.2 Subject to clauses 6.4 and 6.6, the Customer shall not be liable for consequential, indirect or special losses.


6.3 Subject to clauses 6.4 and 6.6, the Customer shall not be liable for any of the following (whether direct or indirect):


6.4 loss of profit loss of data, loss of production, loss of contract, loss of opportunity. Loss of savings, discount or rebate, harm to reputation or loss of goodwill.


6.5 The limitations of liability set out in clause 6 shall not apply in respect of any indemnities given by either party under the Contract.


6.6 Except as expressly stated in the Contract, and subject to clause 6.7 all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.


6.7 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:


6.7.1 death or personal injury caused by negligence;


6.7.2 fraud or fraudulent misrepresentation;


6.7.3 any other losses which cannot be excluded or limited by applicable law;


6.7.4 any losses caused by wilful misconduct.




7 Force Majeure


7.1 A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:


7.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and


7.1.2 uses best endeavours to minimise the effects of that event.


7.2 If, due to Force Majeure, a party:


7.2.1 is or shall be unable to perform a material obligation; the other party may, within 30 days, terminate the Contract.;




8 Termination


8.1 If the Customer fails to comply with any of the terms of the Contract whether a condition or warranty express or implied


8.2 or if the Customer


8.2.1 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Customer reasonably believes that to be the case;


8.2.2 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;


8.2.3 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;


8.2.4 has a resolution passed for its winding up;


8.2.5 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;


Then Accent will be discharged from further performance of the Contract and the Customer shall forthwith upon demand pay Accent all costs and expenses and overheads incurred in connection with the Contract together with any loss of profit and all sums due to Accent.


9 Entire agreement


9.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.


9.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.


9.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.




10 Governing law and Jurisdiction


The Contract shall be governed by, and construed in accordance with, the laws of England and Wales And the courts of England and Wales will have jurisdiction

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