Terms  & Conditions

Definition

The Company, us, we or our shall mean 360 Fire Ltd – Head Office: 11 Magazine B, Ordnance Yard, Lower Upnor, Kent, ME2 4UY

The Goods or Goods and Services shall mean any equipment, parts or services provided by the Company whether its own or those  provided by the Company as an agent for third parties.

The Customer, you or your shall mean any person who places an order either verbal or written to instruct the services or purchase the products supplied by the Company

Where, ‘Unless specified otherwise’ is stated, this shall have the meaning of a statement in writing, from the Company, on Company headed stationery and signed by a fully employed member of staff of senior management status.

General Quotation Terms

1. All quotations are subject to our standard terms and conditions and are exclusive of VAT which will be charged for at the rate prevailing at the time of invoice.

2. Unless specified otherwise the Company does not accept any financial retention for any contract arising from any quotation given by the Company and are not prepared to supply any financial bond.

3. We reserve the right to pass on any delivery charges received by the Company.

4. Unless specified otherwise this quotation is based on normal conventional hours of working (Mon-Fri 08:30 to 17:00) are Bank Holidays and Public Holidays are excluded.

5. Unless specified otherwise the Company requires a minimum of 4 weeks’ notice for commencement of works; this may be longer for mobilisation of installation staff or obtaining any specialist equipment/parts.

6. The Customer shall place an official order with the Company detailing work required and any quotation references. Such order shall be sent by email and by post to the Company’s head office (accounts@compassep.co.uk) prior to the commencement of any works or the  procurement by the Company of any labour and/or material resources.

7. All quotations are strictly NET, in the event of the order being placed through a main contractor which is entitled to a 2.5% cash discount the price(s) must be advanced by 1/39th.

Terms Validity

8. In case of conflict or variance between these conditions and any conditions provided by or referred to by the Customer the performance of an order placed by the Customer or any part thereof shall be deemed to be an acceptance of all terms and conditions hereof including those set out herein. Any terms and conditions contained in any order or acceptance or contract submitted by the Customer shall not in any way affect the Company’s terms and conditions of sale and are at variance with these terms and conditions, except where and only in respect of any terms and conditions expressly agreed in writing by the Company. To the extent that any terms and conditions purport to cancel the Company’s terms and conditions they shall be ineffective and shall not be deemed to constitute a counter offer for the purpose of interpretation of the terms of any resulting contract.

9. The Quotation is valid for 60 days from date of issue.

10. Unless specified otherwise, any quotation should be considered as budgetary unless expressly provided to constitute a ‘fixed sum’ and specific asset list and survey of the works undertaken.

11. All of the conditions detailed shall apply not only to this tender if accepted but to all order subsequently placed with us by or on behalf of the Customer.

12. In the event that the Company issues a Customer with a certified commissioning certificate for an installation, such certification will only remain valid in the premises that a competent person of equal competence to the Company undertakes all future alterations and amendments to our installation.

13. Access plant provided by others for our use must comply with statutory health and safety law and checked regularly by a person having the necessary competence.

13a. Nothing in any contract ensuing from any quotation given by the Company confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.

Delivery, Storage & Disposal

14. “Goods or Goods and Services” are supplied subject to availability. Any date or dates quoted by the Company for delivery of “Goods or Goods and Services” shall be an estimate only and shall not be binding under any ensuing contract hereto.

15. Whilst every endeavour will be made to deliver by such dates the Company shall not be liable for nor be required to indemnify the Customer from or against any loss, damage, actions, claims or expenses suffered or incurred as a result of delivery or completion beyond such estimated dates. Time shall not be of the essence of any ensuing contract hereto unless provided expressly therein.

16. The Company reserves the right to make delivery of “Goods or Goods and Services” by instalments and to tender a separate invoice in respect of each instalment. Delay in the delivery of any one or more instalment for whatever reason will not entitle the buyer to treat the contract as repudiated or to damages in alleged consequence thereof.

17. Unless specified otherwise, no allowance has been made for the disposal of redundant equipment or substances, including but not restricted to, ionising isotopes, batteries and redundant/prohibited gases. Any additional costs and legal obligations associated with any such disposal are to be the responsibility of the Customer.

Payment Terms

18. Payment of all invoices is strictly 30 days from date of Invoice/Application. Without prejudice to any other rights or remedies possessed by the Company interest will be charged on all overdue accounts as provided by the Late Payment of Commercial Debts (Interest) Act 1998 calculated at the rate of 8% above Bank of England base rate for as long as the amount remains outstanding.

18(a). Payments under construction contracts as defined by section 104 of the Housing Grants Construction and Regeneration Act 1996 as amended by the Local Democracy, Economic Development and Construction Act 2009 (collectively the “Construction Act”) shall provide that the date of our invoice shall comprise the payment due date within the meaning of section 110A of the Construction Act with the final date for payment being 30 days thereafter. If the Customer shall fail to pay the Company the amount notified by the final date for payment for a period of seven days following a notice from the Company of such default, the Company may without prejudice to any other rights or remedies suspend any or all of its obligations under the contract until such time as the amount due is paid. Such suspension shall not constitute any culpable delay or a repudiatory breach on the part of the Company.

 

19. The Company retains the right to reject an official order if the Company is unable to satisfy itself that the Customer can provide adequate evidence to enable satisfactory credit from the Company, in these circumstances alternative terms Including full or partial pro-forma payment or reduced credit terms will be proposed by the Company prior to commencement of any works or supplies.

20. Invoices for maintenance contracts will be issued in arrears after each maintenance visit or in the case of maintenance contracts in excess of £15,000:00 per annum 12 equal monthly invoices will be issued.

21. Invoices/Applications for payments will be issued for any equipment delivered to site regardless of whether installed or commissioned, the full value for all equipment delivered will be invoice immediately after delivery.

22. Invoices/applications will be issued on a monthly basis for progress of installation and commissioning based upon a percentage of progress.

Title

23. Risk in the “Goods” shall pass to the Customer on delivery. If delivery is delayed through the neglect or default of the Customer, the Company shall be entitled to charge the Customer with the cost of storing the “Goods” and insuring them against loss or damage but shall not be under any obligation to store or insure the “goods”.

24. The “Goods” shall remain the sole and absolute property of the Company until such time as the Company shall have received payment in full. (i) for any “Goods” (ii) for any other “Goods” supplied by the Company to the Customer and (iii) for any monies due from the Customer to the Company or any of its subsidiary or associated companies on any account. Each of the categories (i) (ii) and (iii) set out above shall be regarded as separate severable and distinct from the others. The Customer agrees that until such time as the property in the “Goods” shall pass to him as aforesaid he will hold the “Goods” as the Company fiduciary agent and bailee and store them in a manner which makes them readily identifiable as the “Goods” of the Company

25. The “Customers” right to possession of the “Goods” shall cease forthwith when the “Company’s” option to suspend delivery or cancel the contract under condition 28 arises for any of the reasons set out therein and the Company may require delivery to it, of all or part of, the “Goods”. The Company may for the purpose of the recovery of the “Goods” enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.

26. Number not used.

27. In no event shall the Company be liable for nor be required to indemnify the Customer from or against any loss of use, loss of profits or loss of future contracts whether arising as a breach of contract, negligence or other tort, breach of statuary duty or otherwise.

Contract cancellation

28. The Company may at its option and discretion wholly or partially suspend delivery of the “Goods” or cancel the contract if the Customer:

a. Fails to pay monies due to the Company whether under the contract or otherwise.

b. Fails to comply with a condition of the contract or any other contract or agreement between the Company and the Customer.

c. Being a Company compounds or enters into any composition or arrangement with its creditors or a proposal is made for voluntary arrangement with its creditors (ii) has a petition presented for the appointment of an administrator or an administrator is appointed; (iii) has a receiver or manager administrative receiver over all or any part of its assets; (iv) is unable to pay its debts within the meaning of section 123 of the insolvency act 1986; (v) has a resolution passed for its voluntary winding up or a winding up order is made; (vi) has a petition presented for its winding-up or a winding-up order is made; (vii) is removed for any reason from the register of companies.

d. Being an individual (i) enters a Deed of arrangement or makes any assignment for the benefit of or enters into any arrangement voluntarily or otherwise with its creditors; (ii) makes or has an application made for an interim Order in connection with a proposal to creditors for a voluntary arrangement; (iii) has a petition presented for his bankruptcy or is made bankrupt.

e. Fails to satisfy any distress execution or judgement within seven days of its being levied against its property, or made as the case may be.

f. In the event of the Company material breach of the agreement, Customer may terminate and receive a pro-rata refund of any amounts prepaid pursuant to the agreement.

29. The suspension or cancellation of the contract shall not release the Customer from unpaid invoices or accounts or from liability to pay for “Goods” delivered prior to such suspension or cancellation.

Design

30. It is assumed by the Company that all necessary discussions under BS5839 Pt 1, have taken place.

31. Unless expressly provided otherwise it is assumed by the Company that all quotations will have been calculated on information received from the Customer including layout drawings, type of coverage and compliance with British Standards. The Company does not accept responsibility for the design of the installation.

32. Unless agreed otherwise by the Company the production of O&M information and Record drawings is subject to a prior notification period of 10 working days.

33. All drawings must be specifically agreed within the quotation and are limited to the inclusion of the installation details onto an existing building layout drawing, supplied by the Customer in electronic AutoCAD native format.

Maintenance Quote Terms

34. Unless specified otherwise the quotation is based on a Compass Electrical Projects Ltd Standard Maintenance Agreement, with all Parts and Labour being charged for over and above the quoted contract sum.

35. Unless specified otherwise it should be assumed that we have not included for any Builders-work/Carpentry/Making Good/Cabling/Containment/Specialist access equipment for heights in excess of 3 metres/O&M Manuals or Drawings all and any of which are to be supplied by others.

36. In instances where Our quotation is based on multiple sites/multiple installations, the rates (including any preferential discounts) for the quotation will have been calculated assuming the works as a whole. Any and all alterations to the sequence, volume or scope of the works defined in the quotation may affect the validity of the quotation and the Company reserves the right to withdraw/amend or otherwise alter any offer, including cancellation of any contract whether implied or written.

37. Labour inclusive contract will include all callouts except the following exclusions.

 

38. Fully Comprehensive contract will include all callouts and parts except the following exclusions.39. Labour Inclusive and Comprehensive Contract Exclusions

a. All costs due to third party damage or operator abuse/misuse

b. All cable faults

c. Errors, omission and faults on 3rd Party software inclusive of panels & graphic terminals

d. Weather conditions etc. (lightning strike/flood/water ingress, etc.)

e. Any existing faults present at the commencement of the contract

f. Any callouts for faults present on 3rd party equipment linked to the installation

g. Upgrade of the existing installation due to parts/repair facilities no longer available

h. Any parts or installations that have exceeded the manufacturers recommended life cycle

i. Recharging of any gaseous extinguishing bottles (or any such similar product)

40. The Company reserves the right to charge the Customer an increased hourly rate or charge where the services of a sub-contract supplier or manufacturer are employed by the Company to undertake work on the premises of the Customer.

41. It is the responsibility of the Customer to advise the Company in advance of any Fire Brigade/Plant control/UPS shutdown/Gaseous extinguishing and any such similar critical interface/signal devices that are required to be isolated prior to work commencing. The Company will not accept any costs or repercussions of such activations if not advised in advance in writing.

42. The Company strongly recommends that the Customer purchase a site stock of spares for all installations being maintained to ensure a prompt repair in the event of a failure. The Company will accept no responsibility for any delays to the supply of parts or services supplied by manufacturers or original installers, the Company will not accept any associated costs or consequential losses relating to any associated delays or installation failures.

43. Unless specified otherwise it should be assumed that the Company will provide support for the installations by purchasing all parts and software support by employing the original installer or installation manufacturer. It is therefore strongly recommended by the Company that the Customer should undertake the recommendation detailed in item 42.

44. Any emergency lighting installation maintenance contract undertaken by the Company is based upon the assumption that the Customer has a complete and compliant installation, including all necessary documentation as stipulated by the British Standard requirements, (location plans, individual equipment maintenance records). If these are not available, then all costs associated with producing the required documentation will be charged for over and above the maintenance charge.

45. No allowance has been made and no responsibility accepted by the Company for the cost of repairing, replacing or associated equipment that has been intentionally, accidentally or maliciously damaged, discharged or removed and that are the subject of a maintenance or other contract between the Company and the Customer.

Contracting / Installation Terms

46. In the absence of a formal and written contract agreement between the Customer and the Company, for “Works” that are undertaken or “Goods” supplied to a Customer and any such “Works” or “Goods” are not encompassed by the Company definition of “Maintenance” then the following clauses shall apply.

47. Where the Company states that it will undertake “Works” or supply “Goods” on a Quantum Meruit basis, the following clauses shall apply as part of the and incorporated into such a basis. The calculation for the payment of

“Goods” or “Works” undertaken on a Quantum Meruit basis shall be made utilising the Company standard rates applicable and current at the time of calculation.

48. Unless specified otherwise and existing equipment found to be faulty or incompatible would be replaced/repaired at additional costs to the quoted sum.

49. Unless specified otherwise the Company will accept no responsibility for the condition of any existing cable or equipment; any repairs required will be traced/replaced at our standard Company rates.

50. Unless specified otherwise we do not accept responsibility for the design of the installation, any additional works required for the installation to meet the British Standard requirement over and above the specified will be provided and charged for in addition to the quoted sum,

51. Unless specified otherwise it remains the responsibility of the Customer to specify the standard of the installation and design required, Compass Electrical Projects Ltd would advise and support the client with design decisions. However, at all times it is the Customer who must approve any design standard and drawings to ensure they meet the requirements of the Customer. The Customer must accept ultimate design responsibility and any such associated costs relating to the installation or subsequent alterations to achieve compliance.

52. Any warranty offered with new equipment will only remain valid providing that the installation is maintained to the applicable British Standard by the Company for the period applicable and commencing immediately after installation. If a maintenance contracts is not undertaken, any labour required during the warranty period will be chargeable.

53. The Customer is asked to provide the locations of any concealed water, gas, electric, telephone or other services to one of our representatives before work commences. In the absence of such advice we cannot accept liability for any damage to these services or any consequential damages.

Warranty Periods

55. All products supplied by the Company will have their own warranty period provided by the manufacturer.

56. If the equipment is maintained by the Company when a faulty unit is identified, the client will provide an official order to investigate and any parts will then be returned to the manufacturer for testing. Upon receipt of the manufacturers report, with no fault found the Company will charge the client for labour and replacement parts, although if proven to be faulty the Company will not pass on any charges.

57. If the equipment is not maintained by the Company when the fault is identified, the client will provide an official order to investigate and any parts will then be returned to the manufacturer for testing. Upon receipt of the manufacturers report, with no fault found the Company will charge the client for labour and replacement parts, although if proven to be faulty the Company will charge for labour and not for replacement parts.

Waiver and Severability

58. No act of forbearance by or on behalf of the Company shall construe any waiver by the Company of any entitlement to rely on these terms and conditions unless agreed in writing to the contrary.

59. In the event that any of these terms and conditions are agreed by the Company to be or are found by a tribunal of competent jurisdiction to be unenforceable the remainder of the terms and conditions shall continue to have full force and effect.

Sub-Contracts

60. Any sub-contract which arises from a quotation of the Company for the provision of goods and services on a supply and fix or fix-only basis to a main contractor or any principal sub-contractor may, to the extent that the Company agrees in writing to waive the terms and conditions herein, employ conditions of sub-contract which are no less favourable to the Company than the JCT Standard Building Sub-Contract or any appropriate variable thereof, in which the following shall be particularised:

(a) retention:  not more than 3% of the value of the Sub-Contract Works not including valuations of a daywork nature, with 50% released on practical completion of the Sub-Contract Works. The Customer’s interest in such retention shall be fiduciary as trustee for the Company.

(b) adjudication:  the adjudication nominating body shall be the Royal Institution of Chartered Surveyors

(c) insurance:  of the Sub-Contract Works, by the Company; insurance of other works and the existing structure, by others.

Disputes

61. In the event a dispute or difference arises under or in connection with any contract in being between the Company and the Customer the parties shall use reasonable endeavours to negotiate a settlement in good faith.  In any event, the works under the contract shall proceed regardless during the period of such negotiations.

62. Notwithstanding the foregoing, in the event of any dispute or difference arising under any contract which ensues from any quotation given by the Company it may be referred to adjudication in accordance with the procedure provided by the Scheme for Construction Contracts Regulations 1998 for decision by an adjudicator to be agreed between the parties or failing such agreement to be nominated for the purpose by the Royal institution of Chartered Surveyors.

63. Any contract ensuing from any quotation given by the Company is governed by the law of England and the parties submit to the jurisdiction of the court of England and Wales.

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