Terms & Conditions of Sale

2. EQUIPMENT MAINTENANCE AND SERVICE TERMS & CONDITIONS

TERMS & CONDITIONS OF SALE

These Terms apply to any purchase of Goods and/or Services you place with Stuart Turner entity being Stuart Turner Limited, Mikrofill Systems Limited or Aquatronic Group Management Ltd. Your Order (as defined below) will detail which company is providing you with the Goods and/or Services.

You should read these terms and conditions carefully. Your attention is particularly drawn to the provisions of clause 11 (Limitation of liability).

Contents

1. Definitions

2. Basis of Sale of Goods and Services

3. Placing an Order

4. Goods

5. Quality and Warranty of Goods

6. Delivery

7. Acceptance and Defective Goods

8. Title and Risk

9. Supply of Services

10. Charges and Payment

11. Limitation of Liability

12. Suspension and Termination of the Contract

13. Intellectual Property Rights

14. Data Protection

15. Force Majeure

16. General

1. Definitions

The following definitions shall apply to these terms and conditions of sale:

“Buyer”, “you” and “your” means the person or firm who purchases Goods;

“Contract” means the contract between you and us for the supply of Goods, Services or Goods and Services in accordance with these Terms;

“Default” means any act or omission by you or your failure to perform any relevant obligation under the Contract;

“Force Majeure Event” means any circumstance which is not within our reasonable control including: (a) acts of God, flood, drought, earthquake, or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;(f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts; (h) non-performance by suppliers or subcontractors; and (i) any interruption of failure of utility service;

“Goods” means the goods (or any part of them) to be supplied by us as set out in the Order;

“Goods Specification” means any specification for the Goods, including any relevant plans or drawings, that we provide through our sales documentation or which is set out in the Order;

“Insolvency Event” an Insolvency Event occurs if: (a) you suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986; (b) you commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; (c) you apply to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986; (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Contractor (being a company); (e) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the Contractor (being a company); (f) the holder of a qualifying floating charge over the assets of the Contractor (being a company) has become entitled to appoint or has appointed an administrative receiver; (g) a person becomes entitled to appoint a receiver over any or all of the assets of the Contractor or a receiver is appointed over any or all of the assets of the Contractor; (h) any event occurs, or proceeding is taken, with respect to the Contractor in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause (a) to clause (f) (inclusive); or (g) the Contractor suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

“Intellectual Property Rights” means any patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world;

“Order” means your order for the supply of Goods and/or Services as set out in the Customer’s acceptance of our quotation;

“Services” means the services supplied by us as set out in the Service Specification;

“Service Specification” means the description or specification for the Services provided in writing by us to you.

“Terms” means the terms and conditions of sale set out in this document as amended from time to time.

“Warranty Period” means the warranty period specified for the Goods as set out in the installation booklet or manufacturers guide supplied with the Goods or if not otherwise specified, 12 months.

“We”, “us” and “our” means the supplier of Goods and/or Services as set in the Order.

2. Basis of Sale of Goods and Services

2.1 The Contract shall be between you and us.

2.2 These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.3 Any samples, drawings, descriptive matter or advertising we produce and any descriptions or illustrations contained in our catalogues or brochures or on our website are produced for the sole purpose of giving an approximate idea of the Goods and Services referred to in them. They shall not form part of the Contract nor have any contractual force.

3. Placing an Order

3.1 You may contact us by telephone or e-mail to:

3.1.1 For domestic orders: [email protected] | 01491 572 655;

3.1.2 For commercial - pressurisation units : [email protected] | 03452 606020;

3.1.3 For commercial - booster sets: [email protected] | 01977 801911;

3.1.4 For service orders: [email protected] | 0333 577 5151

to request a quotation for purchasing Goods and Services. We shall then issue a quotation to you by e-mail for the detailing the Goods and Services. It is your responsibility to check the quotation is complete and accurate and to contact us if there are any errors in the quotation. Any quotation is valid for a period of 30 days only and we may withdraw a quotation at any time by giving you notice.

3.2 Acceptance of a quotation by you shall constitute an Order, which is an offer by you to purchase Goods and/or Services specified in the quotation subject to these Terms.

3.3 After you place an Order, you will receive an email from us acknowledging that we have received it, but please note this does not mean that your Order has been accepted.

3.4 Our acceptance of your Order takes place when we send you an email to accept it, at which point the Contract between you and us will come into existence.

3.5 No Order that has been accepted by us may be cancelled, except if this is agreed by us in writing and provided that you indemnify us in full against all loss, costs, damages, charges and expenses we incur as a result of the cancellation.

3.6 If we are unable to supply you with the Goods and/or Services for any reason, we will inform you of this by email and we will not process your Order. If you have already paid for the Goods and/or Services, we will refund you the full amount including any delivery costs charged as soon as possible.

3.7 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of an Order, invoice or other documentation or information we issue to you shall be subject to correction without any liability.

3.8 By placing an Order for Goods or Services, you warrant and represent that you have the authority to bind the Buyer on all matters relating to the Goods and Services that form the Contract.

4. Goods

4.1 If Goods are to be manufactured, assembled or configured with other Goods (or goods supplied by you) in accordance with a Goods Specification supplied by you, you shall indemnify us against all loss, damage, costs, expense and liability incurred in connection with any claim relating to (a) the safety or suitability of the combined goods; or (b) for infringement of any intellectual property right of a third party resulting directly or indirectly as a consequence of our use of the specification or provision of Goods that are producing according to your specification or instructions.

4.2 Some Goods we supply may only be supplied in minimum units (or multiples) as set out in the Order. Orders for quantities of Goods which do not match the minimum units in which we are able to supply shall be adjusted accordingly.

4.3 We reserve the right to make any changes to the specification of the Goods which are required to conform to any applicable health and safety laws, or other statutory or regulatory requirements, or where the Goods are to be supplied to your specification or instructions, which does not materially affect the Goods’ quality or performance.

4.4 Neither our employees or agents has the authority to make or give any representation or warranty in relation to the Goods unless this is confirmed in writing. Any advice or recommendations given by any of our employees or agents which is not set out in writing as to the use, applicability, and storage of the Goods which you choose to rely on is at your own risk.

4.5 It is your responsibility to make your own independent enquiries as to the suitability of the Goods for any specified use or purpose.

5. Quality and Warranty of Goods

5.1 We warrant that on delivery and for the Warranty Period, the Goods supplied to you shall conform with the Goods Specification in all material respects.

5.2 We shall ensure that the Goods are properly packed and secured in a manner to enable them to reach their destination in good condition.

5.3 We shall obtain and maintain all licences, permissions, authorisations, consents and permits need to supply the Goods in accordance with the Contract.

6. Delivery

6.1 Delivery of the Goods shall be Ex Works (Incoterms® 2020) unless otherwise set out in the Order.

6.2 Any dates quoted for delivery of the Goods are approximate only and we shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence. The Goods may be delivered by us in advance of the quoted delivery date upon giving you reasonable notice.

6.3 Delivery is completed on notification to you that the Goods are ready for collection or when we deliver the Goods to your chosen delivery location.

6.4 We may deliver Orders by instalments, which may be invoiced and paid for separately.

6.5 Delays in the delivery of an Order shall not entitle you to:

6.5.1 refuse to take delivery of that Order; or

6.5.2 terminate the Contract.

6.6 If you fail to take delivery of the Goods or you fail to provide us with adequate delivery instructions, then we may:

6.6.1 store the Goods until actual delivery and charge you for the reasonable costs (including insurance) of storage; or

6.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the Contract or charge you for any shortfall below the price under the Contract.

7. Acceptance and Defective Goods

7.1 If the Goods do not comply with clause 5.1, you must notify us in writing:

7.1.1 in the case of a defect that is apparent on normal visual inspection, within 14 days of the date of delivery; or

7.1.2 in the case of a latent defect, within 48 hours of the latent defect having become apparent.

7.2 If you consider the Goods do not comply with clause 5.1, then:

7.2.1 you shall provide us with a reasonable opportunity to examine such Goods and shall (if we request you to do so) return such Goods to us; and

7.2.2 we shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

7.3 Except as provided in this clause 7, we shall have no further liability to you in respect of the Goods’ failure to comply with clause 5.1.

7.4 If you do not provide notice to us in accordance with clause 7.1, then you shall be deemed to have accepted the Goods.

7.5 We shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:

7.5.1 you make any further use of the Goods after giving notice in accordance with clause 7.1;

7.5.2 the defect arises because you failed to follow our oral or written instructions for the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) standard trade practice regarding the same;

7.5.3 the defect arises as a result of us following any drawing, design or specification supplied by you;

7.5.4 you alter or repair the Goods without our prior written consent;

7.5.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

7.5.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

7.6 These Terms shall apply to any repaired or replacement Goods we supply to you.

8. Title and Risk

8.1 The risk in the Goods shall pass to you on completion of delivery.

8.2 Title to the Goods shall not pass to you until we receive payment in full (in cleared funds) for the Goods.

8.3 Until title to the Goods has passed to you, you shall:

8.3.1 store the Goods separately from all other goods you hold so they remain readily identifiable as our property;

8.3.2 not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods;

8.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on our behalf from the date of delivery.

8.4 Subject to clause 8.5, you may resell or use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods. However, if you resell the Goods before that time:

8.4.1 you do so as principal and not as our agent;

8.4.2 title to the Goods shall pass from us to you immediately before the time at which the resale by you occurs; and

8.4.3 you shall account to us for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any money or property you own and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

8.5 Until such time as title in the Goods passes to you (and provided the Goods are still in existence and have not been resold), we shall be entitled at any time to require you to deliver up the Goods to us and, if you fail to do so promptly, we shall be entitled to enter upon any vehicles or premises of the Customer or any third party where the Goods are stored and repossess the Goods.

9. Supply of Services

9.1 We shall supply the Services to you:

9.1.1 with reasonable skill and care;

9.1.2 in accordance with the Service Specification in all material respects; and

9.1.3 in accordance with all applicable laws, including health and safety laws.

9.2 We shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

9.3 We reserve the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and we shall notify you in any event.

9.4 You shall:

9.4.1 co-operate with us in all matters relating to the Services;

9.4.2 provide us, our employees, agents, and sub-contractors with access to the premises or facilities as reasonably required by us to provide the Services;

9.4.3 provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

9.4.4 where applicable, prepare the premises or facilities for the supply of the Services;

9.4.5 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

9.4.6 comply with all applicable laws, including health and safety laws; and

9.4.7 comply with any additional obligations as set out in the Service Specification or the Goods Specification, or both.

9.5 If our performance of our obligations is prevented or delayed by a Default:

9.5.1 without limiting or affecting any other right or remedy we may have, we shall have the right to suspend performance of the Services until you remedy the Default, and we may rely on the Default to relieve us from the performance of any of our obligations insofar as the extent of the Default prevents or delays our performance of any of our obligations;

9.5.2 we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations due to the Default;

9.5.3 you shall reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from the Default.

9.6 If the Services do not conform with clause 9.1, we shall, at our own expense, use reasonable endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of clause 9.1.

10. Charges and Payment

10.1 The charges for the Goods shall be set out in the Order and shall be:

10.1.1 inclusive of delivery and packaging; and

10.1.2 exclusive of any applicable value added tax, other sales tax or import duty which you may be additionally liable to pay and will be invoiced to you separately.

10.2 The charges for the Services shall as set out in the Order along with any rebates that you are entitled to claim. Details of any rebates shall be in your trading agreement with us. Any rebates must be claimed within 12 months of the date of the Order.

10.3 We reserve the right, by giving three months’ notice to you at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to us which is due to any factor beyond our control (such as, without limitation, any foreign exchange fluctuation currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which you request, or any delay caused by any instructions given by you or your failure to provide adequate information or instructions to enable us to provide the Goods and/or Services.

10.4 We shall invoice you:

10.4.1 in respect of Goods, on or at any time after completion of delivery.

10.4.2 in respect of Services, monthly in arrears.

10.5 Unless we have agreed separate payment terms with you in the Order or otherwise in writing, you shall pay each invoice:

10.5.1 within 30 days of the end date of the month of the date of the invoice;

10.5.2 full and in cleared funds to a bank account nominated in writing by us from time to time.

10.6 If you fail to make a payment due under the Contract by the due date, then, without limiting our remedies under clause 12, we shall be entitled to charge interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment, on the statutory rate set out in the Late Payment of Commercial Debts (Interest) Act 1998. Any failure to make payment may also have a negative impact on any rebates you are entitled to under your rebate agreement.

10.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11. Limitation of Liability

11.1 References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

11.2 Nothing in the Contract limits any liability for:

11.2.1 death or personal injury caused by negligence;

11.2.2 fraud or fraudulent misrepresentation;

11.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

11.2.4 under clauses 3.5 and 4.1 in these Terms;

11.2.5 any liability that legally cannot be limited.

11.3 We shall not in any circumstances be liable, whether in tort (including negligence or breach of statutory duty however arising), contract, misrepresentation (whether innocent or negligent) or other for:

11.3.1 any damage caused by errors or omissions in any information or instructions provided by us or our agents to you in connection with the Goods or Services;

11.3.2 loss of profits;

11.3.3 loss of sales or business;

11.3.4 depletion of goodwill or similar losses;

11.3.5 loss of anticipated savings;

11.3.6 loss of goods;

11.3.7 any loss or liability (whether direct or indirect) under or in relation to any other contract;

11.3.8 wasted expenditure;

11.3.9 any special, indirect or consequential loss, costs, damages, charges, or expenses.

11.4 Our total aggregate liability to you under the Contract:

11.4.1 for Goods, will be limited to the price payable in respect of the Goods subject to the claim;

11.4.2 for Services, shall be limited to the charges paid for the Services that is subject to the Claim.

11.5 We have given commitments as to compliance of the Goods and Services with relevant specifications in clauses 5.1 and 9.1. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

12. Suspension and Termination of the Contract

12.1 Without affecting any of our other rights, we may suspend the supply or delivery of Goods and/or Services to you, or terminate the Contract with immediate effect by giving written notice to you if:

12.1.1 you commit a material breach of any term of the Contract (and if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;

12.1.2 you fail to pay any amount due under the Contract on the due date for payment;

12.1.3 an Insolvency Event occurs; or

12.1.4 your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

12.2 On termination of Contract, you shall immediately pay all of our outstanding invoices and interest, and in respect of Goods and Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.

12.3 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.

12.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

13. Intellectual Property Rights

13.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials you provide to us) shall be owned by us.

13.2 We grant you a fully-paid up, worldwide, non-exclusive, royalty-free licence to use any materials we produce for you as part of the Services for the purpose of receiving and using the Services in your business.

13.3 You shall not sub-licence, assign or otherwise transfer the rights granted in clause 13.2.

13.4 You grant us a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials you provide to us for the purpose of providing you the Services.

14. Data Protection

14.1 Any personal data you provide under this Contract shall be processed in accordance with our privacy policy which is available here: https://www.stuart-turner.co.uk/about-us/privacy-policy and may be amended by us from time to time.

15. Force Majeure

15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by a Force Majeure Event.

15.2 If a Force Majeure Event takes place that affects the performance of our obligations under the Contract:

15.2.1 we will contact you as soon as reasonably possible to notify you; and

15.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event. Where the Force Majeure Event affects our delivery of the Goods and/or Services to you, we will arrange a new delivery date with our after the Force Majeure Event is over.

15.3 You may cancel the Contract affected by a Force Majeure Event which has continued for more than 60 days. To cancel, please contact us in writing. If you opt to cancel, you will return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.

16. General

16.1 Communications between us.

16.1.1 When we refer to “in writing” in these Terms, this includes email.

16.1.2 Any notice given by one of us to the other under or in connection with the Contract must be in writing and be sent by email or pre-paid first class post.

16.1.3 A notice is deemed to have been received: (i) if sent by pre-paid first class post, at 9:00am on the second working day after posting; and (ii) if sent by email, at 9:00am the next working day after transmission.

16.1.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16.2 Assignment and other dealings.

16.2.1 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of your rights and obligations under the Contract.

16.2.2 You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without our prior written consent.

16.3 Variation. Except as set out in these Terms, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

16.4 Entire Agreement.

16.4.1 The Contract constitutes the entire agreement between the parties.

16.4.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

16.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

16.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

16.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

16.8 Third party rights. A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

16.9 Governing law and jurisdiction. The Contract and any dispute or claim (including non-contractual disputes or claims arising out of or in connection with it or its subject matter shall be governed by the laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts.

AGM - EQUIPMENT MAINTENANCE AND SERVICE TERMS & CONDITIONS

1. Definitions

2. Basis and Duration of Contract

3. Services

4. Your Obligations

5. Excluded Maintenance

6. Charges and Payment

7. Warranties

8. Limitation of Liability

9. Termination

10. Confidentiality

11. Dispute Resolution Procedure

12. Data Protection

13. Force Majeure

14. General

Schedule 1 - Service Packages

Basic Maintenance

Fully Comprehensive

Extended Warranty

24/7 Emergency Callout Service

1. Definitions

“Additional Services” any other service that we provide that is not included in the Services (including Excluded Maintenance) we provide under the Contract.

“Additional Services Charges” the charges payable in consideration of the provision of any Additional Services, to be calculated on a times and materials basis.

“AGM” “We” “our” and “us” means Aquatronic Group Management Limited (Company number 03426729) whose registered office is C/O Stuart Turner Limited, Market Place, Henley-On-Thames, RG9 2AD.

“Business Hours” means our normal working hours: 08:00am to 17:30pm Monday to Friday, except for statutory and local holidays.

“Charges” the charges to be paid for the Services as set out in the Order.

“Commencement Date” the date on when the Services are scheduled to start as set out in the Order.

"Contract" the contract between you and us for the provision of the Services in accordance with these Terms.

“Equipment” means the equipment specified in the Order.

“Excluded Causes” include:

(a) a defect in the design of the Equipment;

(b) faulty materials or workmanship in the manufacture of the Equipment;

(d) any maintenance, alteration, modification or adjustment performed by persons other than us or our employees, agents or sub-contractors unless approved by us in writing;

(e) the use of the Equipment in breach of any of the provisions of the agreement under which the Equipment was supplied;

(f) a failure, interruption or surge in the electrical power or its related infrastructure connected to the Equipment;

(g) your neglect or misuse of the Equipment.

“Excluded Maintenance” any Services required to restore any defect or malfunctioning or failure in the Equipment to Good Working Order where the defect or malfunctioning or failure results from or is caused by any of the Excluded Causes.

“Good Working Order” operating in accordance with the applicable specification of the manufacturer of the Equipment.

“Initial Term” 12 months or 36 months from the Commencement Date, or such other period as set out in the Order.

“Location” means the location of the Equipment as set out in the Order, or any other location as may be agreed by the parties in writing from time to time.

“Order” your signed version of the Quotation.

“Quotation” a document prepared and issued by us detailing the scope of Services, the Initial Term and the Charges as well as any specific requirements including the Location and the frequency for providing the Services.

“Renewal Quotation” a document prepared and issued by us with our proposal for renewal of the Services and the Charges for the Renewal Term.

“Renewal Term” a successive period of time commencing on the date following expiry of the Initial Term as set out in the Renewal Quotation.

“Services” means the services as set out in the Order which comprises of one or more Service Packages.

“Service Package” the services as described in Schedule 1.

“Term” the Initial Term and any Renewal Terms.

“Terms” means the terms and conditions of service and maintenance set out in this document as amended from time to time.

2. Basis and Duration of Contract

2.1 You shall provide all reasonable information required by us in order for us to produce and provide you with a Quotation for the Services. We may advise that we need to undertake a site inspection of the Equipment in order to prepare the Quotation. If this is required, you agree to provide us with access to your premises for the purposes of carrying out the site inspection in order to provide you with a Quotation. The Quotation does not constitute an offer by us to provide the Services.

2.2 If you wish to proceed on the basis of the Quotation, you shall sign and return the Quotation, which will form the Order. The Order constitutes an offer by you to purchase the Services in accordance with these Terms.

2.3 The Order shall only be deemed to be accepted when we issue written acceptance of the Order at which point and on which date the Contract shall come into existence.

2.4 If there is an inconsistency between the provisions in the Order and these Terms, the provisions in the Order shall prevail.

2.5 Unless terminated earlier in accordance with these Terms, the Contract shall continue for the Initial Term. No less than two months before the expiry of the Initial Term, we shall issue a Renewal Quotation to you. If you issue written acceptance of the Renewal Quotation to us before the end of the Initial Term, the Contract shall extend for the Renewal Term. If you choose not to extend your Contract before the end of the Initial Term or Renewal Term, the Contract shall terminate automatically without notice at the end of the Initial Term or Renewal Term.

3. Services

3.1 During the Term, we shall supply the Services to you in accordance with the Service Package and as agreed with you in writing from time to time.

3.2 Our representative shall attend the Location at such frequency as set out in the Order to perform the Services. Our representative shall perform the Services at such times as may be agreed in advance between us from time to time.

3.3 If our representative discovers that the Equipment is defective or is malfunctioning or has failed or is not otherwise in Good Working Order during the course of the Services, our representative will use reasonable endeavours to repair the Equipment during the same visit at the Location. If that is not reasonably practicable our representative shall arrange for a further visit to the Location within Business Hours to complete the repair.

3.4 Where we are required to supply and fit Replacement Parts to the Equipment:

3.4.1 we shall supply and fit the Replacement Parts as required to maintain the Equipment in Good Working Order or to restore the Equipment to Good Working Order;

3.4.2 all Replacement Parts shall be either new, or reconditioned or reassembled Replacement Parts which are equivalent to new Replacement Parts in performance. We will transfer to you, with full title guarantee and free from all third party rights, all Replacement Parts that we provide to you and the Replacement Parts shall become part of the Equipment upon their installation in the Equipment;

3.4.3 the costs of the Replacement Parts may be charged as an Additional Services Charge if not included in your Service Package.

3.5 We shall:

3.5.1 provide to you from time to time in writing with such up to date and accurate information as to the application and use of the Equipment as may be available to you and as you may reasonably determine to be necessary or desirable to be provided; and

3.5.2 use reasonable endeavours to respond promptly during Business Hours, by telephone or e-mail, as appropriate, to any request from you for information concerning the application and use of the Equipment.

3.6 We shall procure that our representatives shall, while on site at the Location, comply with your reasonable health and safety and security policies provided that these have been made available to our representatives in writing.

4. Your Obligations

4.1 You shall at all times during the Term:

4.1.1 use the Equipment only in accordance with the instructions and recommendations of the manufacturer of the Equipment or as may be advised in writing from time to time by us;

4.1.2 permit only trained and competent personnel to use the Equipment;

4.1.3 notify us promptly if the Equipment is discovered to be defective or malfunctioning or has failed or is otherwise not in Good Working Order;

4.1.4 keep the Equipment in the environmental conditions recommended by the manufacturer of the Equipment or as may be advised in writing by us from time to time;

4.1.5 not allow any other person than our representatives to adjust, maintain, repair, replace or remove the Equipment or any part of it, unless otherwise agreed in writing by us; and

4.1.6 not move the Equipment from the Location without the prior written notification to us.

4.2 You shall ensure that our representatives have:

4.2.1 full and free access to the Location and to the Equipment and to a power supply and other facilities necessary to operate the Equipment;

4.2.2 full and free access to any records of the Equipment’s use kept by you; and

4.2.3 adequate and safe working space and facilities, to enable us and our representatives to perform its obligations under the Contract.

4.3 You shall provide us with such information concerning the Equipment, its application, use, location and environment as we may reasonably request to enable us to perform our obligations under the Contract.

4.4 You shall take all such steps as may be necessary to ensure the safety of any of our representatives when attending the Location.

4.5 If our performance of our obligations under the Contract is prevented or delayed by any act or omission of you, your agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy we may have, we shall be allowed an extension of time to perform our obligations equal to the delay caused by you.

5. Excluded Maintenance

5.1 We shall not be obliged to perform any Excluded Maintenance.

5.2 Where we are or have performed the Services in circumstances where it is established that the Equipment was not in Good Working Order due to any of the Excluded Causes, we may charge and you shall pay the Additional Service Charges in respect of that work.

6. Charges and Payment

6.1 In consideration of the performance of the Services, you shall pay the Charges.

6.2 In consideration of the performance of any Additional Services you shall pay the Additional Services Charges.

6.3 Where the Charges are calculated on a time and materials basis our daily fee rates for each individual person as set out in the Order shall be calculated on the basis of an eight-hour day worked during Business Hours.

6.4 The Charges shall be inclusive of all expenses and the cost of any materials or services we procure from third parties for the provision of the Services.

6.5 Unless otherwise stated in the Order, the Charges shall be fixed for the Initial Term.

6.6 Where payment for the Services is not made by you in advance, we shall invoice you on the completion of the Services for each visit to the Location where the Services are performed or on payment terms specified in the Order.

6.7 You shall pay each invoice submitted to it by us within 30 days of receipt to a bank account nominated in writing by us from time to time.

6.8 Without prejudice to any other right or remedy that it may have, if you fail to pay any sum due under the Contract on the due date:

6.8.1 you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.8.1 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

6.8.2 we may suspend all or part of the Services until payment has been made in full.

6.9 All sums payable under the Contract:

6.9.1 are exclusive of VAT, and you shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

6.9.2 shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. Warranties

7.1 Each party warrants that:

7.1.1 it has full capacity and authority to enter into and to perform the Contract;

7.1.2 the Order is executed by a duly authorised representative of that party;

7.1.3 there are no actions, suits or proceedings or regulatory investigations pending or, to that party's knowledge, threatened against or affecting that party before any court or administrative body or arbitration tribunal that might affect the ability of that party to meet and carry out its obligations under the Contract; and

7.1.4 once duly executed, the Contract will constitute legal, valid and binding obligations.

7.2 We warrant on an ongoing basis that:

7.2.1 we shall discharge its obligations under the Contract using personnel of the required skill, experience and qualifications and with all due skill, care and diligence; and

7.2.2 all Replacement Parts and equipment supplied or used in the course of the provision of the Services shall operate materially in accordance with their technical specifications.

8. Limitation of Liability

8.1 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default. 8.3 Nothing in this clause 8 shall limit your payment obligations under the Contract.

8.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

8.4.1 death or personal injury caused by negligence;

8.4.2 fraud or fraudulent misrepresentation; and

8.4.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession). 8.5 Subject to clause 8.2 and clause 8.4 our total aggregate liability in respect of all causes of action arising out of or in connection with the Contract in any Contract Year (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) will not exceed 100% of total Charges payable under the Contract during the Contract Year which the cause of action arises. 8.6 Notwithstanding the provisions of clause 8.2, clause 8.3 and clause 8.4, we shall not be liable in any way for any of the following losses suffered or incurred (either directly or indirectly) by you arising out of or in connection with the Contract:

8.6.1 loss of profits;

8.6.2 loss of sales or business;

8.6.3 loss of agreements or contracts;

8.6.4 loss of anticipated savings;

8.6.5 loss of or damage to goodwill;

8.6.6 wasted expenditure;

8.6.7 Indirect or consequential loss.

8.7 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

9. Termination

9.1 Without affecting any other right or remedy available to it, we may suspend any element of the Services to you, or terminate the Contract with immediate effect by giving written notice to you if:

9.1.1 you fail to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

9.1.2 you commit a material breach of any other term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

9.1.3 you repeatedly breach any of the terms of the Contract in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the terms of the Contract;

9.1.4 an Insolvency Event occurs; or

9.1.5 your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the terms of the Contract is in jeopardy.

9.2 Without affecting any other right or remedy available to it, we may terminate the Contract with immediate effect by giving written notice to you if we reasonably determine that the Equipment can no longer be maintained in Good Working Order by the provision of Replacement Parts or the Equipment is damaged beyond economic repair otherwise than through our fault.

9.3 On termination of the Contract, you shall immediately pay all of our outstanding invoices and interest, and in respect of the Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.

9.4 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.

9.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

10. Confidentiality

10.1 Each party undertakes that it shall not at any time during the Contract, and for a period of 6 months after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the Group to which the other party belongs, except as permitted by clause 10.2.

10.2 Each party may disclose the other party's confidential information:

10.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 10; and

10.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

11. Dispute Resolution Procedure

11.1 The parties shall use their reasonable endeavours to resolve any dispute arising out of or in connection with the Contract. If the parties’ respective contract managers are unable to resolve any such dispute within 14 days of the matter arising, the matter shall be referred to the senior representatives of each party who shall use their reasonable endeavours to resolve the dispute within seven days of the referral.

12. Data Protection

12.1 Any personal data you provide under this Contract shall be processed in accordance with our privacy policy which is available here: https://www.stuart-turner.co.uk/about-us/privacy-policy and may be amended by us from time to time.

13. Force Majeure

13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by a Force Majeure Event.

13.2 If a Force Majeure Event takes place that affects the performance of our obligations under the Contract:

13.2.1 we will contact you as soon as reasonably possible to notify you; and

13.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event. Where the Force Majeure Event affects our delivery of the Goods and/or Services to you, we will arrange a new delivery date with you after the Force Majeure Event is over.

13.3 You may cancel the Contract affected by a Force Majeure Event which has continued for more than 60 days. To cancel, please contact us in writing. If you opt to cancel, you will return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.

14. General

14.1 Communications between us.

14.1.1 When we refer to “in writing” in these Terms, this includes email.

14.1.2 Any notice given by one of us to the other under or in connection with the Contract must be in writing and be sent by email or pre-paid first class post.

14.1.3 A notice is deemed to have been received: (i) if sent by pre-paid first class post, at 9:00am on the second working day after posting; and (ii) if sent by email, at 9:00am the next working day after transmission.

14.1.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

14.2 Assignment and other dealings.

14.2.1 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of your rights and obligations under the Contract.

14.2.2 You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without our prior written consent.

14.3 Variation. Except as set out in these Terms, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

14.4 Entire Agreement.

14.4.1 The Contract constitutes the entire agreement between the parties.

14.4.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

14.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

14.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

14.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

14.8 Third party rights. A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

14.9 Governing law and jurisdiction. The Contract and any dispute or claim (including non-contractual disputes or claims arising out of or in connection with it or its subject matter shall be governed by the laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts.

Schedule 1 - Service Packages

The Service Packages are set out below:

Basic Maintenance

Description

Routine maintenance of the Equipment (either supplied by us or a third party) including:

testing that the Equipment is functional.
making any adjustments as may be required to ensure the Equipment remains in Good Working Order.

Service Package includes access to our 24/7 Emergency Callout Service.

Exclusions

the cost of replacement parts, the labour to fit such parts or any breakdowns or additional remedial works. We shall agree in writing any such repairs or additional remedial work and any such repairs carried out during a maintenance call or subsequent visit will be subject to a further charge (cost current at time of supply) agreed in advance in writing.
cost of fitting.
cost of materials used, at the rates prevailing at the time of supply
travelling time.

Fully Comprehensive

Description

This is available for Equipment that is not covered by a manufacturer’s warranty at the commencement date of the Contract so long as the following conditions are met:

you must be satisfied the Equipment covered by the Contract is in full working order at the commencement date of the Contract. Any required repairs must be completed prior to commencement date of the Contract at your expense.
the Equipment must be covered by a current in date Contract.
Fully comprehensive warranty cover must be paid in advance.

The coverage shall include:

the following Equipment:
(1) a pressurisation unit is considered to include where fitted and within the confines of a base or cabinet, pressure pump(s), pump control pressure switches, high & low pressure protection switches, pressure indicators, isolating valves, non-return valves, accumulator, expansion vessel(s), mains water break tank, float valve, suction and discharge manifolds and electrical control panel. This excludes system pipe work, system safety valves, system control panels, BMS controls and any other ancillary equipment.

(2) a water booster pump set unit is considered to include where fitted and within the confines of a base or cabinet, pump(s), pump control pressure switches, low pressure and low water protection switches, pressure indicators, isolating valves, non-return valves, accumulator, suction and discharge manifolds and electrical control panel. Excludes system pipe work, mains water break tanks, float valves, system safety valves, system control panels, BMS controls and any other ancillary equipment.
Replacement Parts: Replacement parts will be supplied and fitted on a like for like basis; the Contract excludes the cost to carry out modifications to controls, electrical components, wiring, pipe work, brackets and supports, these would be subject to a separate additional quotation.
AGM will continue to supply replacement parts, until such time the parts become unavailable. At that time we will advise you the Equipment can no longer be maintained and will provide a quotation for complete replacement equipment. The complete replacement of this Equipment would not be covered by the same Service Package.

Exclusions

The following repairs or replacements will not be covered under Fully Comprehensive:

Equipment/items not listed as part of the Contract.
any works carried out prior to the commencement date of the Contract.
the cost of modifying the Equipment.
works carried out by persons other than us or our agents.
claims arising from your or your agent’s failure to follow the manufacturer’s instructions.
theft, attempted theft, malicious damage or damage caused by fire or explosion.
claims arising from floods, lightning, storms, frost or other bad weather conditions.
claims arising from any problem with the supply of electricity, gas or water.
costs in the event of a call out where no fault is found with the Equipment.
aborted site visits where no access could be gained to the Equipment.
repairs carried out outside of the mainland United Kingdom, unless we agree otherwise in writing.
costs arising from not being able to use your Equipment or from damage caused when the Equipment breaks down, including any costs to remove or reinstate built-in or fitted equipment; Cosmetic damage such as damage to paint work or dents or scratches to the Equipment.
the cost of replacing any item or accessory that cables, plugs, light covers or rain covers, weather proof enclosure.

Extended Warranty

Description

This is available for equipment supplied by AGM only. In order for Equipment to qualify for the extended warranty:

the Equipment must be installed in accordance with our instructions and have been commissioned by us.
an Extended Warranty must be taken out within 24 months of the date of dispatch of the Equipment from AGM unless otherwise agreed.
we must be satisfied that the Equipment is in good working order at the commencement of the Extended Warranty.
the Equipment must be covered by a current Contract issued by us. · the Extended Warranty must be paid in advance.
your account must not be in arrears by more than 60 days.

The Extended Warranty can be extended up to a maximum of seven years.

The Extended Warranty includes the cost of labour and materials to repair defective Equipment.

Exclusions

The following repairs or replacement will not be covered under the Extended Warranty:

Equipment/items not supplied by us.
works carried out prior to the commencement date of the warranty.
the cost of modifying the Equipment. · works carried out by persons other than by us or their agents.
claims arising from your or your agent's failure to follow the manufacturer’s instructions.
theft, attempted theft, malicious damage or damage caused by fire or explosion.
claims arising from floods, lightning, storms, frost or other bad weather conditions.
claims arising from any problem with the supply of electricity, gas or water.
costs in the event of a call out where no fault is found with the equipment.
aborted site visits where no access could be gained to the equipment.
routine maintenance, cleaning and servicing.
repairs carried out outside of the mainland United Kingdom, unless we agree otherwise in writing.
costs arising from not being able to use your Equipment or from damage caused when the Equipment breaks down, including any costs to remove or reinstate built-in or fitted Equipment;
cosmetic damage such as damage to paint work or dents or scratches to the Equipment;
the cost of replacing any item or accessory that is intended to be replaceable. These include: fuses, batteries, light bulbs, fluorescent tubes and related starters, filters, attachments, cables, plugs, light covers or rain covers, weather proof enclosure;
costs due to rust, corrosion or water damage.

24/7 Emergency Callout Service

Description

a chargeable 24-hour/day 365-day/year emergency breakdown service limited to the mainland United Kingdom.

Our charge out rates applicable to the Contract will be detailed in the Order.

Exclusions

Does not apply to:

sites located in Scotland, Northern Ireland;
equipment that requires special access arrangements such confined;
spaces, working at heights or other situations with serious health and safety implications. Breakdowns in these areas are treated with preference and attendance to such calls will be made as conditions permit.

Terms & Conditions of Sale

CONTENTS