Terms and Conditions.
RANNETIC (SCOTLAND) LTD TERMS AND CONDITIONS
These Terms and Conditions should be read carefully as they set out the basis on which services are provided.
1. DEFINITIONS AND INTERPRETATION1.1. In these terms and conditions the following words shall, except where the context requires otherwise, have the following meanings:-"Client" means the party referred to in the Invoice;"Conditions" means the standard terms and conditions of provision of services set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Client and the Service Provider; "Contract" means the Order, Invoice and the Conditions; "Invoice" means the Provider's invoice for the Services; "Price" means the price payable for the Services, as set out in the Invoice and/or Quotation; "Provider" means Rannetic (Scotland) Ltd, a company incorporated in Scotland with company number SC655118 and registered office at 1 Wheatfield Road, Dunnikier Business Park, Kirkcaldy, Fife KY1 3PD.“Quotation” means the Provider’s Quotation for the Services“Services” means any survey or remedial work carried out by the Provider.1.2. In these Conditions:1.2.1. the singular includes the plural and vice versa; 1.2.2. references to gender include reference to all genders;1.2.3. unless otherwise stated, references to Clauses and to Sub-Clauses are to the Clauses and to Sub-Clauses in these Conditions;1.2.4. the headings in these Conditions are for reference only and shall not affect the construction or interpretation of these Conditions; and references to statutes, any statutory instrument, regulation or order shall be construed as a reference to such statute, statutory instrument, regulation or order as amended or re-enacted from time to time.1.3. In these Conditions, except where the context otherwise requires, any reference to another agreement or any deed or other instrument or document shall be construed as a reference to that other agreement, deed or other instrument or document as the same may have been, or may from time to time be, amended, varied, supplemented or novated.2. BASIS OF PROVISION OF SERVICES2.1. The Provider shall offer and the Client shall purchase the Services subject to the Conditions.2.2. The Conditions and the Invoice shall apply to the Contract to the exclusion of any other terms and conditions.2.3. No variation to the Conditions and the Invoice shall be binding unless agreed in writing between the authorised representatives of the Client and the Provider, as notified by each party to the other party from time to time.2.4. Any advice or recommendation given by the Provider or its employees or agents to the Client or its employees or agents which is not documented in writing and attached to these Conditions and the Invoice, is followed or acted upon entirely at the Client's own risk, and the Provider shall not be liable for any such advice or recommendation.2.5. Any typographical or other error or omission in any marketing literature, quotation, invoice or other document or information issued by the Provider shall be subject to correction by the Provider without any liability on the part of the Provider. 2.6. The Provider reserves the right to take credit references from whomsoever it will.3. ORDERS AND SPECIFICATIONS3.1. The Client shall be responsible to the Provider for ensuring the accuracy of the terms of any order for Services (including any applicable specification agreed between the parties) submitted by the Client whether in writing or otherwise, and for giving the Provider any necessary information relating to the Services within a sufficient time period to enable the Provider to perform the Contract in accordance with its terms.3.2. No order for Services which has been accepted by the Provider may be cancelled by the Client except with the agreement in writing of the Provider and on terms that the Client shall indemnify the Provider in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Provider as a result of cancellation4. PRICE OF THE SERVICES4.1. The Price shall be agreed between the parties and set out in a Quotation and/or Invoice issued to the Client in respect of the Services.4.2. The Provider reserves the right, by giving reasonable notice to the Client at any time before the services are carried out, to increase the Price to reflect any increase in the cost to the Provider which is due to any factor beyond the control of the Provider (such as, without limitation, any increase in taxes, significant increase in the costs of labour, materials or other costs of manufacture), any change in the Date the services are to be carried out, or any delay caused by any instructions of the Client or failure of the Client to give the Provider adequate information or instructions.4.3. The Price shall be exclusive of any Value Added Tax, which the Client shall be required to pay to the Provider and shall be payable in pounds (£) sterling.5. TERMS OF PAYMENT5.1. Subject to any terms agreed in writing between the Client and the Provider, the Provider shall be entitled to invoice the Client for the Price on or at any time after the Date the services are carried out. 5.2. The Client shall pay the Price within 7 days of the last date of the month in which the Invoice was issued by the Provider unless agreed otherwise in writing by the Provider, and the Provider shall be entitled to recover the Price, notwithstanding that the Services may not have taken place. The time of payment of the Price shall be of the essence of Contract. 5.3. The Provider shall have the option to request the Client to pay in advance for the Services at the time of ordering the Services by the Client. The deposit shall be set off against the total sums due by the Client for the Services, as set out in the Invoice.5.4 The Provider shall have the option to request the Client to pay in instalments for the Services during the period of the Contract. Any payment instalments shall be set off against the total sums due by the Client for the Services, as set out in the Invoice.5.5. If the Client fails to make payment of such sums due in accordance with Clause 5.2 to 5.4 then, without prejudice to any other right or remedy available to the Provider, the Provider shall be entitled to:-5.5.1. cancel the order for the Services or suspend any further services to the Client; 5.5.2. appropriate any prepayment made by the Client for the Services (or the services supplied under any other contract between the Client and the Provider) as the Provider may think fit; 5.5.3. charge the Client interest on the amount unpaid, at the rate of 8% per cent per annum above The Bank of Scotland plc base rate from time to time plus compensation, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest) and the parties agree this shall constitute a substantial remedy under the Late Payment of Commercial Debts (Interest) Act 1998. 5.6. In the case of payment being made otherwise than in cash, payment shall be deemed not to have been made until any cheque or bank draft has been cleared and the proceeds credited to the Provider's nominated bank account or as otherwise agreed in writing between the parties.6. DELIVERY OF SERVICES6.1. Delivery of the Services shall be made by the Provider (or any third party appointed by the Provider for such purpose) delivering the Services to the Client’s nominated premises at a date(s) mutually agreed between the Provider and the Client.6.2. The Provider will use reasonable endeavours to deliver the Services by the agreed Date, however the Provider shall not be liable for any delay in delivery of the Services, and delays in providing the service shall not entitle the Client to terminate the Contract. Time for delivery of the services shall not be of the essence of the Contract unless previously agreed by the Provider in writing. 6.3. Where the Services are to be carried out in instalments, the Contract shall be construed as a single contract in respect of each instalment. 6.4. If the Client has paid for any instalment of the Services in advance of execution, the Client shall be entitled to recover the costs of those Services which the Client has paid for in advance and the Provider has failed to execute, save where such failure to execute is due to the Client's default.7. WARRANTIES AND LIABILITIES7.1. Except as set out in the Contract, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Contract.7.2. Subject to the conditions of this Clause 7, the Provider warrants that the Services will correspond with the specification agreed between the parties at the time of order and confirmed at the time of completion.7.3. Notwithstanding the terms of Clause 7.2, the Provider shall not be liable:-7.3.1. in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure by the Client to follow the Provider's instructions (whether oral or in writing), misuse or alteration or repair of any workmanship without the Provider's approval; and7.3.2. under Clause 7.2 (or any other warranty, condition or guarantee) if the total Price has not been paid by the due date for payment.7.4. Any claim by the Client which is based on any defect in the quality or condition of the Services or their failure to correspond with the specification shall be notified to the Provider within 7 days from the date the Services are completed. If the Client accepts the Services and does not notify the Provider, within the specified timeframe in accordance with this Clause 7.4, of any defects in the Services, the Client shall not be entitled to reject the quality of the Services, the Provider shall have no liability for such defect and the Client shall be bound to pay the Price as if the Services had been delivered in accordance with the Contract.7.5. Where any valid claim in respect of any of the Services which is based on any defect in the quality of the work carried out or their failure to correspond with the specification is notified to the Provider in accordance with these Conditions, the Provider shall be entitled to redo the Services (or the part in question) free of charge. 7.6. The Provider shall not be liable to the Client by reason of any representation (unless fraudulent), for any indirect, or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for damages whatsoever (whether caused by the negligence of the Provider, its employees or agents or otherwise) which arise out of or in connection with the supply of the Services, for the loss of any data or other equipment or property and the entire liability of the Provider under or in connection with the Contract shall not exceed the Price, except as expressly provided in the Conditions. The Client acknowledges and agrees that the Price reflects the limitation of liability contained in this Contract.8. FORCE MAJEURE8.1. The Provider shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Provider's obligations in relation to the Services, if the delay or failure was due to any cause beyond the Provider's reasonable control.9. TERMINATION OF CONTRACT9.1. The Provider shall have the right to terminate the Contract in the event that:9.1.1. the Client makes any voluntary arrangement with its creditors or any class of them or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or has a receiver appointed over all or part of its assets;9.1.2. the Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;9.1.3. the Client suspends or ceases, or threatens to suspend or cease, to carry on business; or9.1.4. anything analogous to the events described in Clause 9.1.1 and 9.1.3 happens to the Client in any jurisdiction in the world.9.2. In the event of termination and without prejudice to any other right or remedy available to the Provider, the Provider shall be entitled to cancel the Contract and suspend any further services under the Contract without any liability to the Client, and if the Services have been executed but not paid for, the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.10. CONFIDENTIALITY10.1. Each party shall use all reasonable precautions to safeguard information received from the other party relating to the purchase of Services. Access to such information will be restricted to employees, representatives, agents or sub-contractors of both parties who require it for the purpose of performing the Contract.11. ASSIGNATION AND SUBCONTRACTING11.1 The Client shall not, without the prior written consent of the Provider, assign, transfer, charge or deal in any other similar manner with this Agreement or its rights or any part of them under this Agreement, subcontract any or all of its obligations under this Agreement, or purport to do any of the same.12. NOTICES12.1. Any notice or communication required to be given by either party to the other may be given by hand or sent by first class recorded delivery post, to the address as may from time to time be notified in writing to the party giving such notice or other communication by the party to whom such notice or other communication is given. 12.2. Notices shall be deemed given, in the case of notice given by hand, on the date of delivery, or in the case of notice given by first class recorded delivery post, two business days after the date of posting.13. WAIVER13.1. Failure or delay by either party in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.14. SEVERABILITY14.1. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable, it shall be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.15. GOVERNING LAW AND JURISDICTION15.1. The Contract shall be governed and construed in accordance with the laws of Scotland and the parties hereby submit to the exclusive jurisdiction of the Scottish courts.