TERMS AND CONDITIONS OF SUPPLY OF SERVICES/GOODS BY QUALITY SECURITY SERVICES LIMITED
1.1 The definitions in this clause apply in these terms and conditions (Conditions).
Consumer: a person dealing with the Supplier otherwise than in the course of their trade, business or profession.
Contract: the contract created between the Customer and the Supplier pursuant to clause 2.1.
Contract Price: the price for the provision of Goods / Services as set out in (or calculated in accordance with the rate set out in) the Quote.
Contract Documents: these Conditions and the Quote accepted by the Customer.
Customer: the person, firm or company who accepts the Quote and/or purchases Goods / Services from the Supplier.
Goods: the goods to be provided by the Supplier to the Customer as set out in the Quote or as otherwise requested by the Customer.
Quote: a quote issued by the Supplier for the supply of Goods / Services.
Services: the Services to be provided by the Supplier under the Contract as set out in the Quote, together with any other Services which the Supplier provides, or agrees to provide, to the Customer.
Site: the Site at which the Services are to be performed/the Goods are to be fitted.
Supplier: Quality Security Services Limited (Company No. 7162150), registered in England & Wales at 5 Corunna Court, Corunna Road, Warwick, CV34 5HQ.
Supplier’s Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Supplier or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to the Customer.
2. THE CONTRACT
2.1 A Quote may be accepted by the Customer at any time during its period of validity by signing and returning a copy to the Supplier. The Customer should check that the details set out in the Quote are accurate and correct. The Customer should read these conditions before signing or otherwise confirming acceptance of the Quote to the Supplier. By accepting the Quote the Customer appoints the Supplier to supply the Services to it in consideration of the Contract Price and subject to the terms of the Contract Documents. If the Customer does not sign and/or return a copy of the Quote, it will nevertheless be deemed to have accepted the Quote if, after receipt of the Quote, it accepts the provision of any (or any part of) the Services by the Supplier.
2.2 The Contract Documents shall:
(a) apply to and be incorporated into the Contract; and
(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.
2.3 Quotes are given by the Supplier on the basis that no Contract shall come into existence except in accordance with clause 2.1. Any Quote is valid for a period of 30 days from its date, provided that the Supplier has not previously withdrawn it.
2.4 In the event of any inconsistency between the terms of these Conditions and the Quote, the terms of the Quote will prevail.
2.5 The Customer acknowledges that a Quote cannot be provided until after the Supplier (or its agents or subcontractors) have had the opportunity to survey the Site and measure up for the Goods.
3.1 The Supplier will supply the Goods (if any) described in the Quote, or otherwise requested from it by the Customer.
4.1 The Supplier shall fit the Goods, and otherwise provide the Services to the Customer, in accordance in all material respects with the Quote. The Supplier will perform the Services with reasonable care and skill.
4.2 The Supplier shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at the Customer’s premises and that have been communicated to it under clause 7.1(d), provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.
5.1 The Supplier may provide the Customer with estimated dates for delivery of Goods or a timescale for the completion of Services but any such estimated delivery dates or timescales will not be binding on the Supplier and time for delivery of Goods or completion of the Services shall not be of the essence of the Contract.
5.2 Delivery of the Goods to the Customer will occur upon delivery to the Customer’s premises or other nominated address, as agreed between the parties.
5.3 If for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, or the Supplier is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
5.3.1 risk in the Goods shall pass to the Customer (including for loss or damage caused by the Supplier’s negligence);
5.3.2 the Goods shall be deemed to have been delivered; and
5.3.3 the Supplier may store the Goods until physical re-delivery or collection of the Goods (as appropriate), whereupon the Customer shall be liable for all related costs and expenses (including storage and insurance).
6.1 The Goods are at the risk of the Customer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Customer until the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of the Goods. The Customer may not resell the Goods before ownership has passed to it.
6.3 The Supplier shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Supplier.
7. CUSTOMER’S OBLIGATIONS
7.1 The Customer shall:
(a) co-operate with the Supplier in all matters relating to the Contract;
(b) provide the Supplier, its agents, subcontractors, and employees, in a timely manner and at no charge, with access to the Site (both for the purposes of preparing a survey / Quote and for performing the Services) and other facilities as reasonably required by the Supplier;
(c) provide to the Supplier, in a timely manner, such information as the Supplier may reasonably require in relation to the Services/Goods and ensure that it is accurate in all material respects;
(d) inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer’s premises;
(e) not dispose of or use the Supplier’s Equipment other than in accordance with the Supplier’s written instructions or authorisation.
7.2 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
8. CHARGES AND PAYMENT
8.1 The Customer will pay the Contract Price in consideration for the provision of the Goods/Services. The Contract Price may be a fixed price or it may be a price calculated on a time and materials basis. Clause 8.2 shall apply if the Supplier provides Services on a time and materials basis. The remainder of this clause 8 shall apply regardless of whether the Contract Price is a fixed price or a price calculated on a time and materials basis.
8.2 Where Services are provided on a time and materials basis:
(a) The Contract Price payable for the Services shall be calculated in accordance with the formula, or the Supplier’s standard daily or hourly fee rates, as set out in the Quote;
(b) The Supplier shall be entitled to charge on a pro-rata basis for part-days; and
(c) The Supplier shall (if so requested by the Customer) ensure that every invoice relating to the Services features an itemised list of work done within the applicable invoice period. The Customer will be deemed to have accepted the accuracy and completeness of the said itemised list unless the Customer gives notice to the Supplier that it does not accept the same within 5 days of receipt of the invoice.
8.3 The Contract Price may be paid in instalments if provision for payment by instalments is made in the Quote or if the Contract Price is calculated on a time and materials basis (in which case the Supplier will submit invoices on a monthly basis). Some or all of the Contract Price may be payable in advance of provision of the Services/Goods, if so required by the Quote. Otherwise, the Supplier will invoice the Customer for the Contract Price on or at any time after completion of the Services/delivery of the Goods. If the duration of the Contract is greater than one month, the Supplier reserves the right to submit interim invoices every 30 days.
8.4 The Customer shall pay each invoice submitted to it by the Supplier in full, cleared funds and within 30 days of receipt unless otherwise agreed with the Supplier. If applicable, VAT will be added to the Contract Price and will be paid by the Customer.
8.5 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may:
(a) charge interest on such sum from the due date for payment (i) where the Customer is a Consumer, at the rate of 3% above the base rate from time to time of HSBC Bank Plc, or (ii) where the Customer is not a Consumer, at the rate of interest under the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and/or
(b) Suspend the provision of Services and/or delivery of Goods until payment has been made in full.
8.6 Time for payment shall be of the essence of the Contract.
8.7 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.
9. WARRANTIES & REMEDIES
9.1 The Supplier warrants that on delivery, the Goods shall:
(a) be reasonably fit for all the purposes for which Goods of the kind are commonly supplied; and
(b) be of satisfactory quality.
9.2 This warranty does not apply to any defect in the Goods arising from fair wear and tear, wilful damage, accident, negligence by the Customer or any third party, the Customer’s failure to follow the Supplier’s instructions, or any alteration or repair the Customer carries out without the Supplier’s prior written approval.
9.3 Where the Goods do not comply with the warranty in clause 9.1, or any other warranty implied by law, clauses 9.4 will apply.
9.4 Where the Customer deals as a Consumer, and reasonably believes that any Goods do not meet the warranties in clause 9.1, the Customer may return the Goods to the Supplier. The Supplier will check that the Goods do not conform with the warranties. Where they do not conform, the Supplier will:
(a) provide the Customer with a full or partial refund; or
(b) replace the Goods; or
(c) repair the Goods.
10. LIMITATION OF LIABILITY
10.1 This clause 11 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
(a) any breach of the Contract;
(b) any use made by the Customer of the Services, the Goods or any part of them; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
10.2 Nothing in these Terms and Conditions will prejudice or affect the terms implied into all contracts by law in Sections 12, 13, 14 and 15 of the Sale of Goods Act 1979. The Customer is advised to contact a solicitor or local Citizens Advice Bureau for information about these rights.
10.3 Subject to that, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10.4 Nothing in these Conditions limits or excludes the liability of the Supplier:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Supplier; or
(c) for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability.
10.5 Subject to clause 10.2 and 10.4 and without prejudice to the remedies described in clause 9:
(a) the Supplier shall not be liable for:
(i) loss of profits;
(ii) loss of business;
(iii) depletion of goodwill and/or similar losses;
(iv) loss of anticipated savings;
(v) loss of contract;
(vi) loss of or corruption of data or information;
(vii) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to:
(i) where the Customer deals as a Consumer, the Price actually paid by the Customer for the Goods, plus those losses that are a foreseeable consequence of the breach;
(ii) where the Customer deals otherwise than as a Consumer (and can therefore benefit from the availability of commercial insurance), the Price actually paid by the Customer for the Goods.
(c) the Supplier may at the Customer’s request give the Customer guidance in relation to the Goods/Services, but any such guidance is not a substitute for professional advice and the Supplier will not be liable for any loss, damages or costs arising from any reliance upon such guidance.
(d) the Customer acknowledges that it is responsible for checking all the details set out in the Quote. The Supplier will not be liable for any loss, cost or damage arising from the Customer’s failure to notify the Supplier of any aspect of the Quote that is not in accordance with the Customer’s requirements.
11.1 Without prejudice to any other rights or remedies which the parties may have, any party (the “Terminating Party”) may terminate the Contract without liability immediately on giving notice to the other (the “Breaching Party”) if:
(a) the Breaching Party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than fourteen days after being notified in writing to make such payment; or
(b) the Breaching Party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach; or
(c) a supervisor, receiver, administrator, administrative receiver or other encumbrancer takes possession of or is appointed over or any distress, execution or other process is levied or enforced (and is not discharged within seven days) upon the whole or any substantial part of the assets of the Breaching Party; or
(d) a petition is presented, or a meeting is convened for the purpose of considering a resolution, for the making of an administrative order, the winding-up, bankruptcy or dissolution of the Breaching Party.
11.2 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods / Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt.
(b) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
12. FORCE MAJEURE
The Supplier shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control (a “Force Majeure Event”). The Supplier’s performance is deemed to be suspended for the period that the Force Majeure Event continues, and the Supplier will have an extension of time for performance for the duration of that period.
13.1 No variation of the Contract Documents shall be valid unless it is in writing and signed by or on behalf of each of the parties.
13.2 A waiver of any right under this Contract is only effective if it is in writing and it applies only to the party whom the waiver is addressed and the circumstances for which it is given.
13.3 The Customer acknowledges and agrees that personal data relating to the Customer and/or its employees will be processed by and on behalf of the Supplier in connection with the Contract.
13.4 If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.
13.5 Each of the parties acknowledges and agrees that, in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
13.6 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
13.7 All Intellectual Property Rights subsisting in the Goods or Services, or created in the course of providing the Services to the Customer, belong to / will vest in the Supplier and/or its licensors.
13.8 The Contract is governed by English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.
Please contact us if you have any questions about these terms and conditions.