Terms and conditions
Please find below our up-to-date terms and conditions:
1. DEFINITIONS AND INTERPRETATIONS
In these conditions
the following expressions have the following meanings:
Acceptance Date: the date that the Customer indicates that they wish to proceed with the project.
Agreement: any agreement between the Company and the Customer for the supply of goods and services incorporating these conditions.
Company: Quantum Fog LLP.
Contract Price: the amount payable under the Agreement and as set out on in the Company’s quotation and exclusive of value added tax unless otherwise indicated.
Customer: the person who has the benefits of the Services by the Company.
Goods: the materials and other such real property provided in the execution of the Services under the Agreement.
Invoice: A request for payment under the Agreement
Services: the design, installation and maintenance of fire suppression systems in accordance with the specification and other details as set out in the quotation.
(a) Any reference to a statutory provision is a reference to it as in force for the time being taking account of any amendment, extension or application for re-enactment.
(b) The clause headings are for convenience only and shall not affect the interpretation of these conditions.
to any variation under condition 2.4 the Agreement shall be on these conditions
to the exclusion of all other terms and conditions (including any terms or
conditions which the Customer may purport to apply under any purchase order,
confirmation of order or similar document).
orders for Services shall be deemed to be an offer by the Customer to pay for
the Services subject to these conditions.
order placed by the Customer shall be deemed to be accepted by the Company
until an instruction is received and acknowledged by the Company.
variation to these conditions shall have no effect unless expressly agreed in
writing and signed by a partner of the Company.
Customer shall ensure that the terms of its order and any applicable
specification are complete and accurate.
conditions (or as varied in accordance with condition 2.4) embody the entire
understanding of the parties and supersede any prior promises representations
undertakings and implications. The Company’s employees or agents are not
authorised to make any representations concerning the Services unless confirmed
by a partner of the Company in writing. In entering into this Agreement the
Customer acknowledges that it does not rely on and waives any claim for breach
of any such representations which are not so confirmed.
3. PERFORMANCE OF THE SERVICES
3.1 Any dates specified by the Company
for the completion of the Services is intended to be an estimate only and shall
not be construed to make time of the essence.
3.2 Subject to the other provisions of
these conditions the Company shall not be liable for any direct, indirect or
consequential loss (all three of which terms include, without limitation, pure
economic loss, loss of profits, loss of business, depletion of goodwill and
similar loss), costs, damages, charges or expenses caused directly or
indirectly by any delay in the performance of the Services (even if caused by
the Company’s negligence), nor shall any delay entitle the Customer to
terminate or rescind the Agreement unless such delay exceeds 90 days.
4. TITLE AND RISK
4.1 The risk in Goods shall pass to
the Customer on delivery of the Goods to the Customer, his agent, employee or
any other person acting on behalf of the Customer in any capacity.
4.2 The ownership of Goods shall not
pass to the Customer until the Company has received in full (in cash or cleared
funds) all sums due to it in respect of:
(a) the Services; and
(b) all other sums
which are or which become due to the Company on any account.
Customer’s right to possession of the Goods shall terminate immediately if:
Customer has a bankruptcy order made against him or
or composition with his creditors, or otherwise takes the benefit of any
statutory provision for the time being in force for the relief of insolvent
debtors, or (being a body corporate) convenes a meeting of creditors (whether
formal or informal), or enters into liquidation (whether voluntary or
compulsory) except a solvent voluntary liquidation for the purpose only of
reconstruction or amalgamation, or has a receiver and/or manager, administrator
or administrative receiver appointed of its undertaking or any part thereof, or
documents are filed with the court for the appointment of an administrator of
the Customer or notice of intention to appoint an administrator is given by the
Customer or its partners or by a
qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to
the Insolvency Act 1986), or a resolution is passed or a petition presented to
any court for the winding-up of the Customer or for the granting of an
administration order in respect of the Customer, or any proceedings are
commenced relating to the insolvency or possible insolvency of the Customer; or
(b) the Customer
suffers or allows any execution, whether legal or equitable, to be levied on his/its property
or obtained against him/it, or fails to observe or perform any of his/its
obligations under the Agreement or any other contract between the Company and
the Customer, or is unable to pay its debts within the meaning of section 123
of the Insolvency Act 1986 or the Customer ceases to trade; or
(c) the Customer
encumbers or in any way charges any of the Goods supplied.
Company shall be entitled to recover payment for the Services notwithstanding
that ownership of any of the Goods has not passed from the Company.
4.5 The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
5. PRICE AND COMPLETION
5.1 Unless otherwise agreed by the
Company in writing, the price for the supply of Services shall be the Contract
5.2 Charges for the provision of
additional Services or Goods shall be charged at the following rates:
Technician Rate £450
(London £550) per day
Engineer Report Details
available on request
CAD design work £40
mist system head £250
cover plate replacement £15 per
head replacement £250
valve replacement £60
5.3 All charges in condition 5.2 shall
be exclusive of labour and value added tax and where appropriate.
5.4 The additional costs in condition
5.2 are subject to change as notified in writing to the Customer by a partner
of the Company
5.5 The Customer must allow the Company to carry out the work continuously during ordinary working hours by prior arrangement. Should the progress of work be interrupted or delayed, the Company reserves the right to charge for any additional costs incurred. If overtime is required, the Company reserves the right to charge the difference between ordinary and overtime rates.
6.1 The Certificate of Compliance shall
not be supplied prior to payment in full being received by the Company.
6.2 Payment under the Agreement is to
be made on the terms contained within the quotation.
6.3 An Invoice for the full Contract
Price shall be submitted on the anniversary of 90 days of the Acceptance Date after
which it shall become due and payable regardless of any event.
6.4 The Contract Price is due in pounds
sterling within 30 days of the date of Invoice (the “Due Date”) unless
otherwise stated on the quotation or invoice.
6.5 Time for payment shall be of the
6.6 The Customer shall make all
payments due under the Agreement in full without any deduction whether by way
of set-off, counterclaim, discount, abatement or otherwise unless the Customer
has a valid court order requiring an amount equal to such deduction to be paid
by the Company to the Customer.
the Customer fails to pay the Company any sum due pursuant to the Agreement,
the Customer shall be liable to pay interest to the Company on such sum from
the Due Date for payment at the annual rate of 8% above the Base Rate of the
Bank of England at the Due Date, accruing on a daily basis until payment is
made, whether before or after any judgment.
the Customer fail to make payment under the Agreement the Company reserves the
right to suspend the provision of Services subject to giving seven days clear
notice in writing. Such suspension is not to be treated as a failure of the
Company to perform its obligations under this Agreement.
reasonable costs and expenses incurred in realising overdue payments shall be
for the Customer’s account. In particular there shall be a charge of £20
(excluding VAT) for every letter, invoice, reminder or similar request for
completion certificate shall be issued upon payment in full of all sums due to
the Company, under any account, and such amount shall be treated as being
discharged upon funds clearing into the Company’s account.
7. LIMITATION OF LIABILITY
following provisions set out the entire financial liability of the Company
(including any liability for the acts or omissions of its employees, agents and
sub-contractors) to the Customer in respect of:
(a) any breach of these conditions;
(b) any use made of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement.
warranties, conditions and other terms implied by statute or common law (save
for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to
the fullest extent permitted by law, excluded from the Agreement. Nothing in
this Agreement affects the Customers statutory rights.
in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company’s negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
to condition 7.2 and condition 7.3:
(a) the Company’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 Agreement shall be limited to the Contract Price; and
(b) the Company shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Agreement.
Company shall not be liable for an inadequate water supply to the installation
8. CUSTOMER RESPONSIBILITIES
8.1 The Customer is to:
(a) provide an adequate water supply to the
valve set or fire pump within the envelope of the building
(b) connect, or arrange for connection, to
the valve set or fire pump
(c) negotiate with the water supplier
(d) notify the water authority of their
intention to install a fire suppression system
(e) provide the Company with adequate
information regarding pressure, flow and size of supply pipe
(f) undertake all building works, drilling
of holes (except through timber joists of 50mm or less), drainage and ground
(g) notify the Company on the building
drawing supplied of any joist that is not constructed of timber
(h) have the mist system inspected and
maintained by the Company at least every 12 months and to keep a written record
as such detailing the name and signature of the engineer as well as the date
and time of inspection
(i) provide up to date electronic drawings,
and to notify any changes to be made to the system to the Company in writing
supported by an amendment to the electronic drawing document. Such changes may
be subject to further charge under condition 5.2 above
(j) provide the Company with access to areas above a
reasonable height which cannot be accessed by Class 1 ladders conforming to
BS2037, such access to be provided by way of staging, tower or access
9. EXCLUDED WORKS
9.1 Unless otherwise agreed in writing
the Agreement shall not cover the exclusions as set out in the quotation.
(a) painting, finishing and making good
(b) all electrical work
(c) building and civil engineering works
(d) lagging, frost protection or any other similar protection
10.1 Upon payment of the Contract Price
the Company guarantees against manufacturing defect all materials and
electrical goods supplied under the Agreement for a period of 12 months from
completion of installation.
10.2 Upon payment of the Contract Price
the Company guarantees the full system as installed against any defect in its
installation for a period of 12 months, and for a further 12 months from the
completion of a satisfactory 1st year service completed by the
10.3 The warranty imposed under condition
10.1 and 10.2 shall be null and void in the event that :
(a) the mist system is
painted, in whole or part
(b) the internal
layout of the property is changed without consultation with the Company
(c) the water supply
or valve set is changed
(d) the system is not
inspected and maintained at least every 12 months by the Company.
11. REVOCATION AND AMENDMENT
11.1 The Company reserve the right to
revoke and amend these Standard Terms and Conditions without notification to
any party concerned.
12.1 The Company may
assign the Agreement or any part of it to any person.
13. FORCE MAJEURE
13.1 The Company reserves the right to
defer the date of provision of the Services or to cancel the Agreement if it is
prevented from or delayed in the carrying on of its business due to
circumstances beyond the reasonable control of the Company
including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Agreement.
14. REMEDIES AND WAIVERS
right or remedy of the Company under the Agreement is without prejudice to any
other right or remedy of the Company whether under the Agreement or not.
or delay by the Company in enforcing or partially enforcing any provision of
the Agreement shall not be construed as a waiver of any of its rights under the
waiver by the Company of any breach of, or any default under, any provision of
the Agreement by the Customer shall not be deemed a waiver of any subsequent
breach or default and shall in no way affect the other terms of the Agreement.
of the provisions of these conditions is severable and distinct from the
others. If at any time one or more of such provisions is or becomes illegal,
invalid or unenforceable the legality, validity and enforceability of the
remaining provisions shall not in any way be affected or impaired.
16. THIRD PARTIES
16.1 The parties to the Agreement do not
intend that any term of the Agreement shall be
enforceable by virtue of the Contracts (Rights of Third Parties) Act
1999 by any person that is not a party
17.1 All notices or other communications
between the parties about the Agreement shall be in writing and delivered by
hand or sent by pre-paid first class post or sent by fax:
case of communications to the Company) to its registered office or such changed
address as shall be notified to the Customer by the Company in writing; or
the case of communications to the Customer) to its registered office, place of
residence, or such other address as shall be notified to the Company by the
Customer in writing.
such communication shall be deemed to have been received:
sent by pre-paid first class post, two days (excluding Saturdays, Sundays and
bank and public holidays) after posting (exclusive of the day of posting); or
delivered by hand, on the day of delivery; or
sent by fax or email on a working day prior to 4.00 pm, at the time of
transmission and otherwise on the next working day
18.1 The purpose of installing any domestic fire suppression
system is to control the spread of fire within a suppression controlled area.
Although domestic fire suppression systems are capable of extinguishing fires,
the company does not guarantee this. The system fitted will fail to activate
if, for any reason, the water supply and power supply to the property is
disconnected. The company does not accept liability for loss, damage, death or
injury caused to property or any person within such property or any loss,
damage, injury or death to any third party in the unlikely event of a properly
maintained domestic suppression system failing to activate.
19.1 The end user of the premises should advise their insurer
that a fire suppression system is installed and request that their buildings
and contents insurance be extended to cover failure of the system for any
20. LAW AND JURISDICTION
20.1 The formation, existence, construction, performance, validity and all aspects of the Agreement shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.