Terms of Service
In these Terms:
“For Test Incorporated Ltd,” read Test Inc.
“Business Hours” means the hours of 8:00am to 16:30pm Monday to Friday excluding Public Holidays.
“Customer” means the person, firm, company or organization named on the Estimate/Quotation for whom Test Incorporated Ltd has offered to supply the Product, and/or Services in accordance with these Terms.
“Contract” means the contract for the supply of the Product, and/or Services:
“Estimate/Quotation” means the document to which these Terms are appended: “Test Incorporated Ltd” is a company registered in England and Wales under number 07926274.
“Price” means the purchase price of the Product, and/or Services according to the
Agreement as set out on the Estimate/Quotation.
“Product, and/or Services” means the one or more items ordered by the Customer from the range offered for sale by Test Incorporated Ltd from time to time as set out on the Estimate/Quotation. “Terms” means these terms and conditions.
1. Agreement
Test Incorporated Ltd agrees to supply and the Customer agrees to accept the Product, and/or Services subject to these Terms. Any changes or additions to these Terms must be agreed in writing by Test Incorporated Ltd, and the Customer.
2. Orders
No order which has been accepted by Test Incorporated Ltd, may be canceled by the Customer except with the agreement in writing of Test Incorporated Ltd, and on terms that the Customer shall indemnify Test Incorporated Ltd, in full against all loss (including loss of profit costs, {including the cost of labour and materials used}, damages, charges and expenses incurred by Test Incorporated Ltd, as a result of cancellation
3. Estimate/Quotation
3.1 All quotations submitted by Test Incorporated Ltd may be subject to change without notice.
3.2 The quotation is valid for a period of 30 days after which we reserve the right to re-evaluate the submission prior to accepting an order.
3.3 Quotations allow for the installation of the Product, and/or Services, on a continuous basis during Business Hours.
3.4 All specialist access equipment and transport costs (where applicable) have been excluded from our bid unless otherwise stated.
4. Financial
4.1 Test Incorporated Ltd reserves the right, by giving notice to the Customer at any time before delivery, to increase the Price of the Product, and/or Services to reflect an increase in the cost to Test Incorporated Ltd, which is due to any factor beyond the control of Test Incorporated Ltd, (such as without limitation, any foreign, currency regulation, alteration duties. Significant increase in scope of works and/or cost of labour, materials, or other costs of manufacture), any change in delivery dates. Quantities or specifications for the Product, and/or Services which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give Test Incorporated Ltd adequate information or instructions.
4.2 All Prices quoted to the customer for the Product, and/or Services are, unless otherwise expressly provided, exclusive of any Value Added Tax, for which the Customer will be additionally liable at the applicable rate from time to time,
4.3 Expense due to unforeseen travel – From time-to-time Test Incorporated Ltd may charge for travelling to/from a Customer, where it is deemed to be a callout or emergency situation and engineers attend from further afield. The Customer would normally be informed of the cost before the visit, but this may not always be the case, depending on the urgency and nature of the call out.
4.4 Test Incorporated reserve the right to charge ‘abortive costs’ for any cancellation of Services, where Services are planned, assigned, resourced, and confirmation has been provided by the Customer. Abortive charges will be in accordance with the values listed below:
• Greater than 7 days – 10% of the Project Price
• Less than 7 Days – 25% of the Project Price
• Less than 72hrs – 50% of the Project Price
• Less than 48hrs – 75% of the Project Price
• Less than 24hrs – 100% of the Project Price
All abortive charges will be invoiced against the original Order(s) provided by the Customer. New Order(s) will be required for any subsequent revisits to undertake the original planned works.
5. Delivery
5.1 If agreed in writing on the Estimate/Quotation, Test Incorporated Ltd shall arrange for the delivery of the product, and/or Services to an address nominated by the Customer at the Customer’s expense.
6. Payment
6.1 The Customer agrees to pay Test Incorporated Ltd the Price and any additional sums which are agreed between Test Incorporated Ltd and the Customer for the supply of the product, and/or Services and any expenses reasonably incurred by Test Incorporated Ltd in the supply of the Product, and/or Services upon delivery of the Product, and/or Services to the Customer.
6.2 Works will be invoiced on an Interim, Milestone or Completion basis. Interim may be Periodic or Value based. Milestone or Completion will be as defined by Test Inc. Basis will be adopted according to the circumstances of the works.
6.3 Test Incorporated Limited observe the Statutory Right to Interest on Late payment of Commercial Debts reserving the right to claim costs and statutory interest at 8% above the Bank of England reference rate in force on the date the debt becomes overdue and at any subsequent rate where the reference rate changes and the debt remains unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.
6.4 If payment is not made on the due date, Test Incorporated Ltd shall be entitled, without limiting any other rights it may have (under the Contract or at law), to charge interest on the outstanding amount (both before and after any judgement) at the rate of 6% above the base rate of the Bank of England from the due date until the outstanding amount is paid in full.
6.5 If payment for the Product, and/or Services is not made by the Customer or before the due date Test Incorporated Ltd reserves the right to cancel the Contract and all other existing or future orders placed by the Customer for the Product, and/or Services.
6.6 Payment terms are deemed to be strictly 30 days from date of invoice unless otherwise stated.
6.7 Should the contract extend beyond a one-month period; interim claims shall be made subject to valuation.
6.8 We reserve the right to sub-contract part or all of the works as we see fit but will ensure that quality remains constant.
7. Risk and Property
7.1 Risk or damage to or loss of the Product, and/or Services shall pass to the Customer:
7.1.1 In the case of Product, and/or Services to be delivered at Test Incorporated Ltd premises, at the time when Test Incorporated Ltd notifies the Customer that the Product, and/or Services are available for collection:
7.1.2 In the case of Product, and/or Services to be installed at the Customer’s premises or elsewhere at the Customer’s request, at the time of installation or, if the Customer wrongfully fails to take delivery of the Product, and/or Services or prevents Test Incorporated Ltd efforts to effect installation, at the time when Test Incorporated Ltd has tendered delivery of the Product, and/or Services.
7.2 Notwithstanding delivery and the passing or risk in the Product, and/or Services, or any other provision of these Terms, the property in the Product, and/or Services shall not pass to the Customer until Test Incorporated Ltd has received in cash or cleared funds payment in full of the Price of the Product, and/or Services and all other Product, and/or Services agreed to be sold by Test Incorporated Ltd to the Customer for which payment is then due and Test Incorporated Ltd shall be entitled to all rights of access to the Customer’s premises to enforce its rights hereunder:
7.3 In the event of the Customer reselling or otherwise disposing of the Product, and/or Services or any part thereof before the property therein has passed to the Customer as set out in clause 6.2 above, then the Customer will, until payment in full to Test Incorporated Ltd of the Price, hold in trust for Test Incorporated Ltd, all its rights under any such contract or resale or any other contract in pursuance of which the Product, and/or Services or any part thereof are disposed of, or any contract by which property comprising the said Product, and/or Services or any part thereof is Or is to be disposed of, and any monies or Other considerations received by the Customer there under.
7.4 Once materials have been installed, the risk passes to the Customer though possession remains with Test Incorporated Ltd until such items are pain for in full.
8. Insurance
8.1 The Customer shall be liable to arrange a suitable policy of insurance to cover replacement of the Product, and/or Services which is acceptable to Test Incorporated Ltd which shall take effect from the date of commencement of the installation of the Product, and/or Services by Test Incorporated Ltd.
8.2 The Customer shall be required to provide Test Incorporated Ltd with appropriate documentary evidence of the insurance policy referred to in Clause 8.1 above upon the reasonable request of Test Incorporated Ltd
9. Warranty
9.1 Subject to clause 10 below.
9.1.1 Test Incorporated Ltd warrants that the Product, and/or Services shall be free from defects for a period of 12 months from the date of the Contract: and
9.1.2 Test Incorporated Ltd liability clause 9.1.1 above shall be limited to the cost of repair or replacement of any defective or faulty Product, and/or Services at Test Incorporated Ltd absolute discretion provided such Product, and/or Services have been correctly maintained whilst in the Customer’s possession and subject to any remedial work on the Product, and/or Services taking place during Business Hours.
10. Liability
10.1 Test Incorporated Ltd shall have no liability to the Customer for any consequential loss, damage, costs, expenses or other claims for compensation arising from the Product, and/or Services, or from their late arrival or none arrival, or any other fault of the Customer.
10.2 Except in respect of death or personal injury resulting from Test Incorporated Ltd negligence, Test Incorporated Ltd shall not be liable to the Customer for any loss of profit or any indirect or consequential loss which may arise in connection with the supply by Test Incorporated Ltd of the Product, and/or Services (whether caused by the negligence of Test Incorporated Ltd, its servants, agents, consultants, sub-contractors or otherwise). Test Incorporated Ltd total liability under or arising from the Contract shall not exceed the amount of the Price paid by the Customer to Test Incorporated Ltd.
10.3 Any claim by the Customer which is based on any defect on the quality or condition of the Product, and/or Services or their failure to correspond with the agreed specification shall (whether or not delivery is refused by the Customer) be notified to Test Incorporated Ltd, Within 7 days from the date of delivery or (where the defect or failure is not apparent on reasonable inspection) within a reasonable time after delivery of the defect or failure. If the delivery is refused, and the Customer does not notify Test Incorporated Ltd accordingly, the Customer shall not be entitled to reject the Product, and/or Services and Test Incorporated Ltd shall have no liability for such defect or failure, and the Customer shall be bound to the price as if the Product, and/or Services had been delivered in accordance with the Contract.
10.4 No ascertained or liquidated damages have been assumed, unless otherwise stated.
10.5 No retention has been assumed. Unless otherwise stated.
10.6 Test Incorporated Ltd do not take responsibility for any materials or labour works, to systems over 10 years of age (due to the importance of Fire and Emergency Lighting Systems, they should be replaced within this period to remain their integrity). Products outside the manufacturers stated working life cycle, will be noted to the Customer and will be excluded from any liabilities to Safe or its agents.
11. Termination
Either party may (without limiting any other remedy it may have) at any time terminate the Contract by giving written notice to the other if the other commits any material breach of the Contract and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation, or (in the case of an individual firm) becomes bankrupt, makes a voluntary arrangement with his or her creditors or has a receiver to administrator appointed.
12. Force Majeure
Test Incorporated Ltd shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay as per Estimate/Quotation, or any failure as per Estimate/Quotation, any of Test Incorporated Ltd obligations in relation to the supply of the Product, and/or Services, if the delay or failure was due to any cause beyond Test Incorporated Ltd reasonable control.
13. General
13.1 If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
13.2 No waiver by Test Incorporated Ltd of any breach of the Contract by the Consumer shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.3 These Terms (together with any terms set out on the Estimate/Quotation) constitute the entire agreement between the parties, superseded any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions express or implied by statue or otherwise are excluded to the fullest extent permitted by law.
13.4 No third parties shall have any rights or benefits under these Terms or the Contract.
13.5 This Agreement is governed by and shall be construed in accordance with the law of England and the parties hereby agree to submit to the exclusive jurisdiction of the English Courts.
13.6 Safe means of egress and access, general lighting and welfare facilities are to be provided by others.
13.7 It has been assumed that any ‘fee issue’ equipment required for the contract shall be provided free of charge, as and when required. Delays caused by failure to provide the correct equipment when needed may incur additional charges to contact.
13.8 Test Incorporated Ltd will “hand mark/red pen” any as installed drawings; however, Test Incorporated Ltd does not undertake design responsibility for the system.
END OF TERMS & CONDITIONS