TERMS AND CONDITIONS OF SERVICE – COMMERCIAL CUSTOMERS
1. Definitions
1.1. Boilers2Ac (or we, our, us): Boilers2Ac Ltd, registered in England and Wales number 12242872 at Old Chambers, 93-94 West St, Farnham, GU9 7EB;
1.2. The Customer (or you, your): the person or organisation who purchases the Services from Boilers2Ac as specified in the Works Specification;
1.3. the Goods: the equipment, plant, merchandise, wares or materials supplied by Boilers2Ac to the Customer and detailed in the Works Specification;
1.4. the Services: the professional services to be provided by Boilers2Ac to the Customer and as detailed in the Works Specification;
1.5. the Terms and Conditions: these Terms and Conditions together with any terms contained within any Maintenance Agreement or Works Specification;
1.6. the Maintenance Agreement: the written agreement between the parties for Boilers2Ac to provide a planned maintenance service to the Customer in respect of specific equipment or plant;
1.7. the Works Specification: means the schedule of works, quotation or other similar document giving details of any installation, service or repair Services to be provided by Boilers2Ac;
1.8. Working Hours: Monday to Friday 08.00-17.00 (plus 24 hour call-out in accordance with our call-out charges);
2. General and Interpretation
2.1. These Terms and Conditions shall apply to all and any contracts for the supply of Goods and or Services by Boilers2Ac to the Customer and to the exclusion of all other terms and conditions, including any terms and conditions the Customer may purport to apply under any purchase order, confirmation of order or similar documents.
2.2. Any variation to these conditions (including any special terms or conditions agreed between the parties) shall be inapplicable unless agreed in writing by a Director of Boilers2Ac.
2.3. In the Terms and Conditions any references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
2.4. Headings will not affect the construction of these Terms Conditions.
3. Quotes and formation of a contract
3.1. Boilers2Ac may provide a provisional estimate for any installation, retrofit, repair or service work.
3.2. The provisional estimate is an estimate only and is subject to the outcome of an onsite survey.
3.3. When a provisional quote is accepted by the Customer then Boilers2Ac will attend site to carry out a full site survey and will then provide a final quote. If we cannot survey your property, or do not consider it to be suitable for us to provide the requested goods/services, we do not have to provide the survey or any product to you.
3.4. The final quote, once accepted by the Customer, is fixed subject to the remaining provisions of this clause.
3.5. Final quotes are valid for 30 days from the date of issue. Quotes are subject to the following terms:
3.5.1. Goods are charged at supplier prices plus mark-up and are therefore subject to variation where the supplier prices change;
3.5.2. Final costs may vary as a result of issues which could not have been reasonably foreseen during the initial site survey including:
3.5.2.1. Removal of hazardous materials
3.5.2.2. Additional works or variations which could not have been identified during the site survey
3.5.2.3. Customer changes to the specifications
3.5.2.4. Charges for cancellation of site visits at short notice or failure of the Customer to allow access to the premises, plant or equipment – please see clause 5 below
3.5.2.5. Overtime charges where an engineer is required to continue working outside of the Boilers2Ac Working Hours (this does not apply to call outs). Overtime rates are set out in the Works Specification or Maintenance Agreement
3.6. Unless specified otherwise in the quote then the following items are not included in the price for any Services:
3.6.1. Local authority/Landlord Consent or fees
3.6.2. Any making good or redecoration
3.6.3. Any lifting/access equipment
3.6.4. Any carpentry or building works of any kind
3.6.5. Diamond drilling
3.6.6. Provision of electrical supply & mains connection (unless we have specifically quoted for this)
3.6.7. Electrical Certification
3.6.8. Penetrations to building exterior
3.6.9. Fitting of exterior louvers and attenuated panels
3.6.10. Any out of hours works.
3.6.11. Craneage
3.6.12. Any item not specified
4. Charges, invoicing and payment
4.1. A contract for the supply of Goods and or Services will only be formed when Boilers2Ac confirms acceptance of the Customer’s order. A purchase order or letter of intent will not form a binding contract until such acceptance has been communicated by Boilers2Ac.
4.2. Acceptance of an order by Boilers2Ac will be confirmed only where:
4.2.1. Boilers2Ac confirms its acceptance in writing; or
4.2.2. Boilers2Ac commences providing the Services or delivers Goods to the Customer.
4.3. Boilers2Ac’ fees for the supply of Goods and or Services will be detailed in the Works Specification and are subject to VAT and any change in the rate of VAT.
4.4. Once an order has been accepted the Customer must make payment in full in cleared funds of the agreed deposit prior to commencement of the work unless Boilers2Ac agree otherwise in writing.
4.5. Invoiced amounts shall be payable within the period specified on the invoice or in the Works Specification or otherwise within 14 days of the date of the invoice.
4.6. Boilers2Ac reserves the right to carry our credit checks including seeking references from other suppliers or by using a Credit Reference Agency.
4.7. Boilers2Ac reserves the right to require payment up front for all Goods and Services where it is unable to obtain a satisfactory credit reference.
4.8. Boilers2Ac may allow Customer’s to enter into a Credit Agreement via a third party. Where any such Credit Agreement is cancelled or defaulted then the remaining balance will become immediately due to Boilers2Ac.
4.9. Boilers2Ac is entitled to charge interest on overdue invoices from the day after the final date on which payment was due until the date on which payment was made. The rate of interest charged shall be 8.00% per annum above the official dealing rate of the Bank England currently in force.
4.10. In addition, where the Customer is not a consumer then Boilers2Ac shall be entitled to charge the Customer for any reasonable costs incurred in recovering the late payment plus the following fixed fees:
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£40 for debts under £1,000
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£70 for debts of £1,000 of more but less than £10,000
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£100 for debts of £10,000 or more
5. Installations, Servicing and Repairs – specific terms
5.1. Once Boilers2Ac have accepted the order and we have received the agreed advance or deposit payment due in cleared funds, we will agree with you a date for the Work to be carried out within normal business hours. We will endeavour to carry out the Work on the agreed date, but this may be subject to change and we shall not be liable in any way for any delay or any losses whatsoever arising as a result. Time shall not be of the essence for the purposes of this clause.
5.2. You will provide Boilers2Ac and our employees, sub-contractors, agents and other workmen or representatives access on the agreed date to carry out the Work and you agree that (where applicable), once the Work is complete, you will promptly pay any outstanding balance.
5.3. You agree that from time to time we may arrange for the Work to be inspected and you will grant such reasonable access as may be required for such inspections to be carried out.
5.4. Most installations do not require planning permission, but you should check. If, for example, your property is a listed building, or you are in a conservation area and/or the system flue extends 1 metre above the roof height then you may need planning permission. You are responsible for contacting your local planning authority to obtain confirmation that planning permission is not required. We cannot be held liable for any installation carried out where planning permission was required but not obtained and we cannot offer refunds in such cases.
5.5. You agree to provide Boilers2Ac access, free of charge, to water, washing facilities and toilets; electricity supply; gas supply (where relevant); adequate storage space; safe and easy access to your property from the public highway and easy access to the location within the property where the installation is to take place for the duration of the Works
5.6. The Customer shall remove all furniture and equipment from the area where the installation is to take place. In the event that the Boilers2Ac engineer has to move furniture or equipment then they will do so but will not be liable for any damages or breakages except where they result from negligence on the engineer’s part.
5.7. Boilers2Ac will remove large pieces of debris caused by drilling and other construction tasks and ensure the work area is tidy on completion of the works, but the Work does\ not include a comprehensive clean including sweeping and mopping of floors.
5.8. Where the Customer has not accepted Boilers2Ac’ recommendations in relation to any system requirements then Boilers2Ac will not be liable for any issues which arise from the Customer’s choice of system including lack of performance from undersized units, the appearance of the system within its environs or lack of sound pressure reduction.
5.9. The Customer is responsible for disposing of all packaging from the Goods supplied. Boilers2Ac will decommission and dispose of used air conditioning coils and refrigerant from site unless stated otherwise in the quote or Works Specification.
6. Maintenance Agreements – specific terms
6.1. The terms of a Maintenance Agreement will be agreed in advance between the Customer and Boilers2Ac and recorded in the Maintenance Agreement document. This will include the agreed cost of the Agreement and circumstances in which additional charges will be payable (for example call outs our of Normal Working hours).
6.2. Payment terms for Maintenance Agreements will be set out in the Maintenance Agreement. Where the Maintenance Agreement covers a period in excess of 12 months then Boilers2Ac shall be entitled, on each anniversary of the Agreement, to increase the prices by a maximum of 5% year on year to cover any increased costs. Any increases in excess of 5% shall be subject to the Agreement of the Customer.
6.3. Times and dates of regular servicing visits or pre-planned maintenance visits will be agreed in advance by Boilers2Ac and the Customer within Working Hours unless the Maintenance Agreement specifies otherwise. It shall be the responsibility to arrange each maintenance visit with Boilers2Ac.
6.4. Unless stated otherwise then all Maintenance Agreements include the cost of lubrication and cleaning materials.
6.5. Parking and congestion charges incurred in carrying out visits under a Maintenance Agreement are payable in addition to the fees set out in the Maintenance Agreement.
6.6. Maintenance Agreements do not cover the cost of repairs or servicing required as a result of the following, in which case the Call Out Charges set out at clause 7 below shall apply:
6.6.1. Breakdowns resulting from failure to use the system in accordance with Boilers2Ac or manufacturer’s instructions
6.6.2. Vandalism to the system
6.6.3. Damage caused by flood, fire, insect infestation, extreme temperatures, acts of war or acts of god
6.6.4. Breakdowns resulting from works carried out on the installation by anyone other than a Boilers2Ac authorised engineer
6.7. Maintenance Agreements shall continue for the Initial Contract Period defined in the Maintenance Agreement. On expiry of the Initial Contract Period then the Maintenance Agreement shall continue on a rolling basis until and unless terminated on one month’s written notice by either party.
6.8. Boilers2Ac may terminate a Maintenance Agreement with a non-Consumer Customer prior to expiry of the Initial Contract Period on one month’s notice.
6.9. The Customer may not terminate a Maintenance Agreement prior to expiry of the Initial Contract Period unless clause 14 applies.
6.10. Where Boilers2Ac reasonably considers that the system has been serviced, tampered with or otherwise interfered with by another person or engineer then it shall be entitled to cancel the Maintenance Agreement with immediate effect and the Customer shall be liable for the charges for the entire Initial Contract Period except at the entire discretion of Boilers2Ac.
7. Call out charges (non-Maintenance Agreements)
7.1. Boilers2Ac operate a call out service to attend system breakdowns which is chargeable as follows:
7.1.1. A call our charge as notified to Customers from time to time.
7.1.2. After one hour, labour will be charged at minimum units of 30 minutes for labour at the rates notified to the Customer from time to time.
7.1.3. Any parking and congestion charges are payable in addition to travel and labour time.
7.1.4. Replacement parts are charged at the cost of supply. Boilers2Ac will not order or install any replacement parts without the Customer’s agreement.
8. Customer Responsibilities
8.1. The Customer shall co-operate with Boilers2Ac in order to enable Boilers2Ac to perform its obligations under these Terms and Conditions and in particular shall:
8.1.1. Obtain all necessary permissions and consents that may be required for the performance of the Work;
8.1.2. Ensure that accurate information, such as the delivery address for Goods, is supplied to Boilers2Ac and supply any further information reasonably required by Boilers2Ac;
8.1.3. Ensure that Boilers2Ac can access the necessary premises, plant or equipment at the agreed times;
8.1.4. Comply with such other requirements as may be set out in the Works Specification or otherwise agreed between the parties.
9. Health and Safety
9.1. The Customer acknowledges its responsibilities for the health and safety of non-employees under the Health and Safety at Work Act 1974; in particular the Customer shall ensure that any premises where the Services are to be carried out are secure, tidy and free from avoidable hazards. The Customer shall make Boilers2Ac aware of any specific hazards or risks present at the premises.
9.2. The Customer shall ensure that all sites where Boilers2Ac shall carry on the Services are safe for conduct of those Services. Boilers2Ac shall notify the Customer of any risks to health and safety which require remedial action, which must be taken by the Customer within a reasonable time scale.
9.3. The Customer will advise Boilers2Ac of any changes made to its premises which will affect or impact the delivery of the Services.
9.4. Boilers2Ac reserves the right to suspend the provision of all or part of the Services where an unacceptable risk to health and safety exists until the Customer has removed, or reduced to an acceptable level, that risk. The Customer shall remain liable for any charges due for the Services during any such period of suspension.
10. Variations to the Services
10.1. Variations to the Services and or Goods to be provided by Boilers2Ac under these Terms and Conditions must be agreed by an authorised representative of Boilers2Ac as specified in the Works Specification. Any other variation will not be binding upon Boilers2Ac.
11. Warranty
11.1. Any warranties and conditions provided in these Terms and Conditions shall be exclusive.
11.2. Customers may have the benefit of a manufacturer’s warranty included with any Goods purchased as part of the Work. Such warranties will be subject to the relevant manufacturer’s warranty terms and you should refer to these for further information.
11.3. Warranties will not normally remain valid unless the Customer has the Goods serviced regularly by an appropriate engineer (for example boilers should be serviced every 12 months by a Gas Safe registered engineer) and you should keep and make available records of such servicing.
11.4. Boilers2Ac shall charge labour for the replacement of any part under a manufacturer’s warranty.
11.5. All other warranties and conditions, whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the performance of the Work and or the supply of the Goods by Boilers2Ac.
12. Delivery of Goods
12.1. Boilers2Ac may either arrange for Goods to be delivered to the Customer’s premises or alternatively transport materials to the Premises as the time the Services are to be carried out. Boilers2Ac will notify the Customer at the time the visit is confirmed how Goods will be transferred to site.
12.2. Where Goods are to be delivered directly to the Customer Premises the supplier or Boilers2Ac shall notify the Customer that the Goods are ready for delivery and the date of delivery. Delivery dates are estimates and Boilers2Ac shall have no liability for any delays in the delivery of Goods.
12.3. The Customer shall accept risk in the Goods upon delivery and shall ensure that are stored in a safe place until installation.
12.4. Title in the Goods shall not pass to the Customer until all Goods and Work have been paid for in full.
13. Limitation of Liability
13.1. Nothing in these terms and conditions shall exclude or limit Boilers2Ac’s liability for personal injury, death or fraudulent misrepresentation.
13.2. The liability of Boilers2Ac to the Customer under these Terms and Conditions shall be limited to any direct loss suffered by the Customer as result of the negligent performance of the Work or supply of the Goods and only where the Customer notifies Boilers2Ac of the negligent act or omission in question within 30 days of the date when the Customer became, or should reasonably have been, aware of that act or omission.
13.3. Boilers2Ac shall not be liable for any loss or damage arising from the performance of Work that amount to a variation of the Work to be performed or Goods to be supplied agreed under these Terms and Conditions unless such variation has been agreed in compliance with the Variation clause contained in these Terms and Conditions.
13.4. Boilers2Ac shall not be liable for:
13.4.1. Any defect in or damage caused to the Work, or any part of it, arising from fair wear and tear, wilful damage, your negligence, damage caused by a third party (other than our representatives and installers), failure to follow our instructions or any instructions of the manufacturer or supplier of goods forming part of the Work, or alterations made or actions taken without our approval.
13.4.2. Any loss due to fire, theft or other risks normally insured for under a household insurance policy.
13.4.3. Any delay in carrying out the Work, and any related costs.
13.4.4. Any costs arising out of any requirement for us to cancel the Work if we cannot carry it out as planned.
13.4.5. Any defect, damage or breakdown caused by inadequate servicing of a Boiler or other product (unless such servicing was provided by us) or by deliberate action, accident, misuse or third party interference including modification or an attempted repair (other than repairs carried out by us) which does not fully comply with industry standards.
13.4.6. Any defect, damage or breakdown caused by the design, installation and maintenance of a central heating system or which is due to the integrity or suitability of any existing part of a heating system to which the Works have connected.
13.4.7. De-scaling or other work required as a result of hard water scale deposits or from damage caused by aggressive water or sludge resulting from corrosion.
13.4.8. Any incompatibility of a shower with any new Boiler supplied and installed by us.
13.4.9. Any issues arising as a result of inadequate or changeable water supply.
13.4.10. Any failure by us to meet any of our obligations due to matters beyond our control.
13.5. To the furthest extent permitted by law Boilers2Ac shall not be liable for any indirect or consequential loss, damage or expenses (including loss of profits, business, wages, opportunity or goodwill) suffered by the Customer.
13.6. Time shall not be of the essence in relation to performance of the Work or supply of the Goods unless expressly provided otherwise in the Works Specification, and Boilers2Ac shall not be liable for any losses incurred by the Customer as a result of a failure to perform the Work or supply of the Goods within the indicated time frames specified in the Works Specification.
14. Termination
14.1. These Terms and Conditions shall terminate automatically once Boilers2Ac has completed performance of the Services and or provided the Goods and the Customer has made payment of all monies owed to Boilers2Ac under these Terms and Conditions.
14.2. Otherwise these Terms and Conditions may not be terminated except in accordance with the provisions of this clause.
14.3. Maintenance Agreements may be terminated in accordance with the provisions of Clause 6 of these Terms and Conditions.
14.4. Work Specifications may not be terminated except where clause 14.5 applies.
14.5. These Terms and Conditions may be terminated by either party immediately in writing where:
14.5.1. The other Party becomes bankrupt or insolvent or enters a deed or arrangement with its creditors or goes into liquidation or has a receiver appointed of all or part of its undertaking, (except for the purposes of amalgamation or restructuring); or
14.5.2. Acts in fundamental or repeated breach of a term or terms of these Terms and Conditions to an extent which permits the other party to consider these Terms and Conditions repudiated, unless such breach is in consequence of force majeure.
15. Data Protection
15.1. Boilers2Ac will use the personal data supplied to it by the Customer in order to provide the Goods and Services to the Customer.
15.2. Boilers2Ac shall not use the personal data for any other purpose except with the express consent of the Customer or unless it is required to do so by law.
15.3. In the Case of providing the Services Boilers2Ac may be required to supply your personal data to the following third parties:
15.3.1. Credit reference agencies where the Customer is not paying for all Goods and Services up front
15.3.2. Delivery address and contact information to suppliers or couriers in order to arrange for the delivery of Goods
15.3.3. Site address and contact details to authorised engineers in order that they can attend site and carry out the Services
15.4. The Customer may request that Boilers2Ac supply to them a copy of the personal data which Boilers2Ac holds on file.
16. Force Majeure
16.1. Neither party shall be entitled to damages from the other party, or to terminate these Terms and Conditions where the other party acts in default or material breach of these Terms and Conditions where that default or breach was caused by conditions or events beyond its control including, but not limited to:
16.1.1. Strike, lockout or other labour dispute affecting the employees of Boilers2Ac;
16.1.2. Acts of God;
16.1.3. Natural disasters;
16.1.4. Acts of war or terrorism;
16.1.5. Act or omission of government, highway authorities or telecommunications carrier, operator or administrator;
16.1.6. Delay in manufacture, production or supply by third parties of equipment or services required for the performance of the Services or production and supply of the Goods;
16.1.7. Any event preventing Boilers2Ac’ operatives from attending the Customer’s premises to perform the Services including but not limited to adverse weather conditions, road closure or congestion and mechanical breakdown;
16.1.8. Any hazard at the Customer’s premises including but not limited to impeded access or exit routes, structural defects, presence of noxious, combustible, radioactive or toxic substance which, in the reasonable opinion of Boilers2Ac, comprises an unacceptable risk to the health and safety of its operatives;
16.2. The Party in breach of default shall be entitled to a reasonable extension of time to perform its obligations under these Terms and Conditions after notifying the other party.
17. Assignment
17.1. Boilers2Ac may assign its obligations under these Terms and Conditions to a third party without the Customer’s consent.
17.2. Nothing in the preceding sub-clause shall however prevent the Customer from enforcing its rights under these Terms and Conditions against Boilers2Ac.
17.3. The Customer may not assign any of its rights or obligations under these Terms and Conditions without the written consent of a Director of Boilers2Ac.
18. Severability
18.1. If any provision or provisions of these Terms and Conditions shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
19. Waiver
19.1. The failure of any party at any time to require performance of any provision or to resort to any remedy provided under these Terms and Conditions shall in no way affect the right of that party to require performance or to resort to a remedy at any time thereafter, nor shall the waiver by any party of a breach be deemed to be a waiver of any subsequent breach. A waiver shall not be effective unless it is in writing and signed by the party against whom the waiver is being enforced.
20. Notices
20.1. All notices and other communications provided for in these Terms and Conditions and any associated document shall be in writing and shall be delivered by post, fax, email or hand to an authorised representative, to the address, fax or email specified in the Contracts Specification.
20.2. Any notices served shall be deemed to be effective on actual receipt by the receiving Party, who shall acknowledge receipt within two working days of the date of receipt.
21. Entire Terms and Conditions
21.1. These Terms and Conditions constitutes the entire Terms and Conditions of the parties and supersedes all prior communications, understandings and Terms and Conditions relating to the subject matter hereof, whether oral or written.
22. Third party rights
22.1. Nothing in these Terms and Conditions is intended to, nor shall, confer any rights on a third party unless expressly provided otherwise.
23. Jurisdiction
23.1. These Terms and Conditions shall be construed in accordance with English Law and the Courts of England and Wales shall have exclusive jurisdiction in so far as any matter arising from these Terms and Conditions is required to be referred to a court of law.