Whitehall Property Services

Terms & Conditions of Trading

1. General
   1. These Conditions shall be incorporated into all contracts between the Company and any person, firm or other organisation ("the Customer") for the supply to the Customer of goods and/or services. The placing of any order by the Customer shall be deemed to be an acceptance of these Conditions and any terms and conditions stipulated, incorporated or referred to by the Customer whether in the order or in any negotiations are hereby excluded. The Customer's terms and conditions shall not be incorporated into any contract with the Company and in any event these Conditions shall prevail over all the Customer's terms and conditions. No alteration to these Conditions will be valid without the Company’s written consent signed by a director of the Company.
2. Quotations
   1. Quotations or estimates issued by the Company to the Customer are based on works being carried out in continuity or to an agreed programme of works. If the customer has any special requirements regarding access to site, restricted working hours or practices, then these must be made clear to the company before placing an order for works.
   2. At the time of quotation the Company cannot be deemed responsible for the checking of all existing site conditions including but not limited to: existing system components, access, parking, occurrence of dangerous or hazardous substances.
   3. Quotations or estimates provided by the Company are specifically for the works outlined in writing at the time of quotation. Any additional works or variations to that stated in the quotation will only be undertaken on receipt of a written request from the customer and to a price agreed in writing before any additional works are undertaken.
   4. Prices quoted are net and exclusive of Value Added Tax which will be added to all invoices rendered. Quotations are open for acceptance for a period of 8 weeks from the date of quotation unless otherwise specified.
   5. Where at any time before delivery of the goods there is an increase in the cost of raw materials, transport, components or labour or there are any currency fluctuations increasing the costs of raw materials or components. The Company reserves the right to adjust the contract sum accordingly subject to giving the Customer notice of increase and the right to cancel the order without liability.
   6. The Company reserves the right to charge for additional drawings or professional services in order to satisfy any special requirements of the Customer which were not made known to the Company at the time an order is placed.
   7. The Company shall be entitled to subcontract any work without the consent of the Customer.
   8. The Company reserves the right to vary the agreed specification of materials used (including, but not limited to, specified Manufacturers’ materials and/or goods) if, in its opinion, the finished product will be of an equivalent or higher standard.
   9. The Company accepts no liability for any works arising from faulty or damaged goods or services not supplied by the Company. If during the course of works the Company exposes any faulty or damaged goods these will be reported to the Customer.
   10. Excluded from the quotation are any works associated with any components of any systems not specifically outlined in the quotation.
3. Services & Goods Provided by the Customer
   1. Where the customer wishes to use the services of individuals or other organisations in works affecting services provided by the Company, the Company accepts no responsibility for the checking or verification of works provided by the other parties. In this event the Company must be advised before commencement of works when such services are to be scheduled so that the Company can incorporate these into its programme of works. Any amendments to these dates must be advised to the Company in good time.
   2. Where goods are to be provided by the Customer, the Company accepts no responsibility for the checking, verification or storage of these goods supplied either direct to their premises or to site.
4. Damages
   1. Any damage caused on site alleged by the Customer to be attributable to the Company should be reported and confirmed in writing by the Customer to the Company within 24 hours in order that the Company may investigate. The Company will not accept responsibility for any damage(s) reported after this period has elapsed.
   2. Any damage caused to the Company’s materials on site (whether installed or not) will be reported by the Customer and confirmed in writing. The Customer at the earliest available opportunity should raise any concerns about the quality of products or services supplied by the Company in order that the Company may take any necessary action to resolve these concerns.
5. Terms of Payment
   1. The Company may issue invoices (“the Invoice”) at it’s discretion but usually these will be rendered on a completion of works. Payment of the Invoice will become due upon the date of despatch of the Invoice to the Customer (“the due date”). The final date for payment of the amount that becomes due will be 30 days after the due date (“the final due date”) unless otherwise stated in writing by the Company.
   2. Any discrepancies should be made known to the Company within 5 days of receipt of the Invoice.
   3. The Company reserves the right to charge interest which shall accrue at the rate of 4 per cent over the base rate for the time being of the Company's bank on a daily basis on all amounts due but unpaid by the final date for payment. This right shall be exercisable without prejudice to any other rights that the Company may have in connection with late payment.
6. Passing of Property and Risk in Goods
   1. Until the Company has been paid in full for the goods comprised in this or any other contract between the Customer and the Company (“the Goods”), the Customer holds the Goods in a fiduciary capacity as bailee of the Company and title to the Goods shall remain with the Company and the Customer shall store the Goods in such a manner that they are clearly identifiable as the property of the Company. Notwithstanding the foregoing the risk in the Goods passes to the Customer from the time that they are delivered in accordance with the Contract. The Customer shall insure the Goods for the full purchase price against loss or damage arising from any cause whatsoever. If requested by the Company the Customer shall execute an assignment in favour of the Company of all rights of the Customer to claim against the insurers in respect of the Goods covered by such insurance and shall join the Company in notifying such insurers of the Company's interest in any policy affected hereunder. Such insurance shall be affected by the Customer to cover the period from the time when the risk in the Goods passes to the Customer to the time when the property in the Goods passes to the Customer and the Company's interest as a vendor of the Goods shall be notified by the Customer to the insurers.
7. Delivery
   1. The Company will deliver or arrange delivery of the Goods to the Customer or to the Customer's agent at the place specified in the Contract for deliveries or, if no place has been specified, at such place as may be agreed between the Company and the Customer in writing. The Company shall use its reasonable endeavours to deliver or arrange delivery of the Goods on the dates specified by the Customer or within a reasonable time thereof provided always that the time for delivery shall not be of the essence of the Contract and the Customer shall be obliged to accept deliveries of goods by instalments. The Company shall not be liable for any loss or damage whatsoever arising directly or indirectly from any failure to affect delivery within such period.
8. Termination
   1. If the Customer fails to comply with any of the terms of the Contract, or ceases to or threatens to cease to carry on business, or becomes insolvent or bankrupt or has a petition presented for its winding up or enters into a voluntary arrangement with its creditors, the Company may cancel the Contract forthwith by notice in writing. In that event the Company will be discharged from further performance of the Contract and the Customer shall forthwith upon demand pay to the Company all costs and expenses and overheads incurred in connection with the Contract together with any loss or profit and all sums due to the Company hereunder.
9. Dispute Resolution
   1. Either party may at any time refer a dispute to adjudication. Any adjudication shall be carried out pursuant to the Model Adjudication Procedures published by the Construction Industry Council current at the time of the reference. The nominating body shall be the Royal Institute of Chartered Surveyors.
   2. The Contract and these Terms shall be governed by and construed in accordance with English law and each party submits to the exclusive jurisdiction of the English courts in relation to any claim or dispute arising there under without prejudice to the right to adjudicate at any time.
10. Limitation
    1. The Company’s maximum liability to the Customer under or in connection with the Contract whether in contract or in tort or in negligence or breach of statutory duty or otherwise (other than in respect of personal injury) shall not exceed the Contract sum.
    2. The provisions of the Contracts (Rights of Third Parties) Act 1999 are excluded.
    3. The Customer shall not assign the Contract to any third party without the written consent of the Company.