Terms and conditions
THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF clause 6 and our health and safety policy ,which requires us to ask that whilst we take every care while working in your property that you also take precautions to take care yourself and look out for tools , flooring up turned , cables , extension leads ,ladders , loft hatches , dust sheets and other tools and materials that maybe around whilst we carry out our works . It would be preferable if the property is unoccupied whilst we are working, however we know this is not always possible and would ask you to accept our request to help you and us to work safely.
1. INTERPRETATION
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. Charges: the charges payable by the Customer for the supply of the Services in accordance with clause 5. Commencement Date: has the meaning set out in clause 2.2. Conditions: these terms and conditions as amended from time to time in accordance with clause 9.4. Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions. Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly. Customer: the person or firm who purchases Services from the Supplier. Customer Default: has the meaning set out in clause 4.2. Deliverables: the deliverables set out in the Order produced by the Supplier for the Customer. Order: overleaf OR the Customer’s written acceptance of the Supplier’s quotation Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification. Specification: the description or specification of the Services provided in writing by the Supplier to the Customer. Supplier: Influx electrix Supplier Materials: has the meaning set out in clause 4.1(g).
1.2 Interpretation:
(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) A reference to writing or written includes email.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by the Supplier shall not constitute an offer, and is
only valid for a period of 30 Business Days from its date of issue.
3. SUPPLY OF SERVICES
3.1 The Supplier shall supply the Services to the Customer in accordance
with the Specification in all material respects.
3.2 The Supplier shall have the right to make any changes to the Services
which are necessary to comply with any applicable law or safety
requirement, or which do not materially affect the nature or quality of the
Services, and the Supplier shall notify the Customer in any such event.
3.3 The Supplier warrants to the Customer that the Services will be
provided using reasonable care and skill.
4. CUSTOMER’S OBLIGATIONS
4.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in the
Specification are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier, its employees, agents, consultants and
subcontractors, with access to the Customer’s premises, office
accommodation and other facilities as reasonably required by the Supplier;
(d) provide the Supplier with such information and materials as the Supplier
may reasonably require in order to supply the Services, and ensure that
such information is accurate in all material respects;
(e) prepare the Customer’s premises for the supply of the Services;
(f) obtain and maintain all necessary licenses, permissions and consents
which may be required before the date on which the Services are to start;
and
(g) keep and maintain all materials, equipment, documents and other
property of the Supplier (Supplier Materials) at the Customer’s premises in
safe custody at its own risk, maintain the Supplier Materials in good
condition until returned to the Supplier, and not dispose of or use the
Supplier Materials other than in accordance with the Supplier’s written
instructions or authorization;
4.2 If the Supplier’s performance of any of its obligations under the Contract
is prevented or delayed by any act or omission by the Customer or failure
by the Customer to perform any relevant obligation (Customer Default):
(a) the Supplier shall without limiting its other rights or remedies have the
right to suspend performance of the Services until the Customer remedies
the Customer Default, and to rely on the Customer Default to relieve it from
the performance of any of its obligations to the extent the Customer Default
prevents or delays the Supplier’s performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or
incurred by the Customer arising directly or indirectly from the Supplier’s
failure or delay to perform any of its obligations as set out in this clause 4.2;
and
(c) the Customer shall reimburse the Supplier on written demand for any
costs or losses sustained or incurred by the Supplier arising directly or
indirectly from the Customer Default.
5. CHARGES AND PAYMENT
5.1 The Charges for the Services shall be on a time and materials basis:
(a) the Charges shall be calculated in accordance with the Supplier’s
standard daily fee rates, as set out in the;
(b) the Supplier’s standard daily fee rates for each individual are calculated
on the basis of an eight-hour day from (8.00-9.00 am) to 5.00-6.00) pm
worked on Business Days;
(c) the Supplier shall be entitled to charge an overtime rate of 50 per cent of
the standard daily fee rate on a pro-rata basis for each part day or for any
time worked by individuals whom it engages on the Services outside the
hours referred to in clause 5.1(b); and
(d) the Supplier shall be entitled to charge the Customer for any expenses
reasonably incurred by the individuals whom the Supplier engages in
connection with the Services including, but not limited to, travelling
expenses, hotel costs, subsistence and any associated expenses, and for
the cost of services provided by third parties and required by the Supplier
for the performance of the Services, and for the cost of any materials.
5.2 The Supplier shall invoice the Customer on completion of the Services.
5.3 The Customer shall pay each invoice submitted by the Supplier:
(a) within 30 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the
Supplier, and
time for payment shall be of the essence of the Contract.
5.4 All amounts payable by the Customer under the Contract are exclusive
of amounts in respect of value added tax chargeable for the time being
(VAT). Where any taxable supply for VAT purposes is made under the
Contract by the Supplier to the Customer, the Customer shall, on receipt of
a valid VAT invoice from the Supplier, pay to the Supplier such additional
amounts in respect of VAT as are chargeable on the supply of the Services
at the same time as payment is due for the supply of the Services.
5.5 If the Customer fails to make any payment due to the Supplier under the
Contract by the due date for payment, then the Customer shall pay interest
on the overdue amount at the rate of 5% per Calander month (PCM) above
Barclays bank’s base rate from time to time. Such interest shall accrue on a
daily basis from the due date until actual payment of the overdue amount,
whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
5.6 The Customer shall pay all amounts due under the Contract in full
without any set-off, counterclaim, deduction or withholding (except for any
deduction or withholding required by law). The Supplier may at any time,
without limiting its other rights or remedies, set off any amount owing to it by
the Customer against any amount payable by the Supplier to the Customer.
6. LIMITATION OF LIABILITY: THE CUSTOMER’S ATTENTION IS
PARTICULARLY DRAWN TO THIS CLAUSE
6.1 Nothing in the Contract shall limit or exclude the Supplier’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of
its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and
Services Act 1982 (title and quiet possession) or any other liability which
cannot be limited or excluded by applicable law.
6.2 Subject to clause 6.1, the Supplier shall not be liable to the Customer,
whether in contract, tort (including negligence), for breach of statutory duty,
or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of damage to goodwill; and
(g) any indirect or consequential loss.
6.3 Subject to clause 8.1, the Supplier’s total liability to the Customer,
whether in contract, tort (including negligence), breach of statutory duty, or
otherwise, arising under or in connection with the Contract shall be limited
to the total Charges paid under the Contract.
6.4 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.
6.5 This clause 6 shall survive termination of the Contract.
7. TERMINATION
7.1 Without limiting its other rights or remedies, either party may terminate
the Contract by giving the other party 3 months’ written notice.
7.2 Without limiting its other rights or remedies, either party may terminate
the Contract with immediate effect by giving written notice to the other party
if:
(a) the other party commits a material breach of any term of the Contract
and (if such a breach is remediable) fails to remedy that breach within 21
days of that party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering
administration, provisional liquidation or any composition or arrangement
with its creditors (other than in relation to a solvent restructuring), being
wound up (whether voluntarily or by order of the court, unless for the
purpose of a solvent restructuring), having a receiver appointed to any of its
assets or ceasing to carry on business;
(c) the other party suspends, or threatens to suspend, or ceases or
threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in
the terminating party’s opinion the other party’s capability to adequately fulfil
its obligations under the Contract has been placed in jeopardy.
7.3 Without limiting its other rights or remedies, the Supplier may terminate
the Contract with immediate effect by giving written notice to the Customer
if the Customer fails to pay any amount due under the Contract on the due
date for payment and remains in default not less than 30 days after being
notified in writing to make such payment.
7.4 Without limiting its other rights or remedies, the Supplier may suspend
provision of the Services under the Contract or any other contract between
the Customer and the Supplier if the Customer becomes subject to any of
the events listed in clause 7.2(b) to clause 7.2(d) or the Supplier reasonably
believes that the Customer is about to become subject to any of them, or if
the Customer fails to pay any amount due under this Contract on the due
date for payment.
8. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services
supplied but for which no invoice has been submitted, the Supplier shall
submit an invoice, which shall be payable by the Customer immediately on
receipt;
(b) the Customer shall return all of the Supplier Materials and any
Deliverables which have not been fully paid for. If the Customer fails to do
so, then the Supplier may enter the Customer’s premises and take
possession of them. Until they have been returned, the Customer shall be
solely responsible for their safe keeping and will not use them for any
purpose not connected with this Contract;
(c) the accrued rights, remedies, obligations and liabilities of the parties as
at expiry or termination shall be unaffected, including the right to claim
damages in respect of any breach of the Contract which existed at or before
the date of termination or expiry; and
(d) clauses which expressly or by implication survive termination shall
continue in full force and effect.
9. GENERAL
9.1 Force majeure. Neither party shall be in breach of this Contract nor
liable for delay in performing, or failure to perform, any of its obligations
under this Contract if such delay or failure result from events,
circumstances or causes beyond its reasonable control.
9.2 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge,
subcontract or deal in any other manner with all or any of its rights under
the Contract and may subcontract or delegate in any manner any or all of
its obligations under the Contract to any third party or agent.
(b) The Customer shall not, without the prior written consent of the Supplier,
assign, transfer, mortgage, charge, subcontract, declare a trust over or deal
in any other manner with any or all of its rights or obligations under the
Contract.
9.3 Entire agreement.
(a) This agreement constitutes the entire agreement between the parties
and supersedes and extinguishes all previous agreements, promises,
assurances, warranties, representations and understandings between
them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any
statement, representation, assurance or warranty (whether made innocently
or negligently) that is not set out in this agreement. Each party agrees that it
shall have no claim for innocent or negligent misrepresentation or negligent
misstatement based on any statement in this agreement.
9.4 Variation. No variation of the Contract shall be effective unless it is in
writing and signed by the parties (or their authorised representatives).
9.5 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 breach or
default. A delay or failure to exercise, or the single or partial exercise of,
any right or remedy shall not:
(a) waive that or any other right or remedy; or
(b) prevent or restrict the further exercise of that or any other right or
remedy.
9.6 Severance. If any provision or part-provision of the Contract is or
becomes invalid, illegal or unenforceable, it shall be deemed modified to the
minimum extent necessary to make it valid, legal and enforceable. If such
modification is not possible, the relevant provision or part-provision shall be
deemed deleted. Any modification to or deletion of a provision or part
provision under this clause shall not affect the validity and enforceability of
the rest of the Contract.
9.7 Notices.
(a) Any notice or other communication given to a party under or in
connection with the Contract shall be in writing, addressed to that party at
its registered office or such other address as that party may have specified
to the other party in writing in accordance with this clause, and shall be
delivered personally, or sent by pre-paid first class post or other next
working day delivery service, commercial courier, or email.
(b) A notice or other communication shall be deemed to have been
received: if delivered personally, when left at the address referred to in
clause 9.7(a); if sent by pre-paid first class post or other next working day
delivery service, at 9.00 am on the second Business Day after posting; if
delivered by commercial courier, on the date and at the time that the
courier’s delivery receipt is signed; or, if sent by email, one Business Day
after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
9.8 Third parties. No one other than a party to the Contract shall have any
right to enforce any of its terms.
9.9 Governing law. 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 or formation shall be governed by, and construed in
accordance with the law of England and Wales.
9.10 Jurisdiction. Each party irrevocably agrees that the courts of England
and Wales shall have exclusive jurisdiction to settle any dispute or claim
(including non-contractual disputes or claims) arising out of or in connection
with the Contract or its subject matter or formation.
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