Update 1st February 2020
In this document the following words shall have the following meanings:
1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Estimate, Quotation, Cleaning / Maintenance Service Agreement or Service Request document.
1.2 "Customer" means the organisation or person who purchases goods and services from the Supplier;
1.3 “Estimate, Quotation, Cleaning / Maintenance Service Agreement or Service Request document” means a statement of work, quotation, estimate, service request or other similar document describing the goods and services to be provided by the Supplier;
1.4 "Supplier" means Brilliant Hygiene Services Limited, Unit 2, Greenline Business Park, Wellington Rd, Burton-on-Trent, Staffordshire DE142AS
2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Customer.
2.2 Before the commencement of the services the Supplier shall submit to the Customer an Estimate, Quotation, Cleaning / Maintenance Service Agreement or Service Request document which shall specify the goods and services to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Estimate, Quotation, Cleaning / Maintenance Service Agreement or Service Request document. All Estimates, Quotations, Cleaning / Maintenance Service Agreements or Service Request documents shall be subject to these Terms and Conditions.
2.3 The Supplier shall use best endeavours to complete the services within estimated time frames.
3 PRICE AND PAYMENT TERMS
3.1 The price for the supply of goods and services are as set out in the Estimate, Quotation, Cleaning / Maintenance Service Agreement or Service Request document. The Supplier shall invoice the Customer either monthly, weekly in arrears or immediately after the work is completed for goods and services rendered. The Customer shall pay the invoice 30 days after the invoice date. Failure to pay the invoice within 30 days will result in:
4 INTEREST RATE ON OVERDUE PAYMENT
4.1 Interest can be charged on an overdue payment from the day after the last day that it should be paid. If the invoice was dated the first of the month and the terms are 30 days, then we can start charging interest from the 31st day, which could be the 31st of that month or the first of the next.
4.2 We will exercise our statutory right to claim interest (at 8% over the Bank of England base rate) and compensation for debt recovery costs under the payment legislation if we are not paid according to our agreed credit terms.
5 COMPENSATION ARISING OUT OF LATE PAYMENT
5.1 Once statutory interest begins to run in relation to a qualifying debt, the supplier shall be entitled to a fixed sum (in addition to the statutory interest on the debt).
5.2 That sum shall be-
(a) for a debt less than £1000, the sum of £40;
(b) for a debt of £1000 or more, but less than £10,000, the sum of £70;
(c) for a debt of £10,000 or more, the sum £100.
6 SPECIFICATION OF THE GOODS
All goods shall be required only to conform to the specification in the Estimate, Quotation, Cleaning / Maintenance Service Agreement or Service Request document. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract.
Date and time for delivery of equipment and materials needed to complete the work set out in the Estimate, Quotation, Cleaning / Maintenance Service Agreement or Service Request document shall be of the essence of the contract. The Supplier shall be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods.
Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods.
9 CUSTOMER`S OBLIGATIONS
9.1 To enable the Supplier to perform its obligations under this Agreement the Customer shall:
9.1.1 co-operate with the Supplier;
9.1.2 provide the Supplier with any information reasonably required by the Supplier;
9.1.3 obtain all necessary permissions and consents which may be required before the commencement of the services; and
9.1.4 comply with such other requirements as may be set out in the Estimate, Quotation, Cleaning / Maintenance Service Agreement or Service Request document or otherwise agreed between the parties.
9.2 The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 9.1.
9.39 Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the goods and services agreed to in the Estimate, Quotation, Cleaning / Maintenance Service Agreement or Service Request document, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice the full amount of the goods and services contracted for as set out in the Estimate, Quotation, Cleaning / Maintenance Service Agreement or Service Request document, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this Clause.
10 ALTERATIONS TO THE ESITMATE, QUOTATION, CLEANING / MAINTENANCE SERVICE AGREEMENT or SERVICE REQUEST DOCUMENT.
10.1 The parties may at any time mutually agree upon and execute new Estimates, Quotations, Cleaning / Maintenance Service Agreements or Service Request documents. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Estimate, Quotation, Cleaning / Maintenance Service Agreement or Service Request document, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties.
10.2 The Customer may at any time request alterations to the Estimate, Quotation, Cleaning / Maintenance Service Agreement or Service Request documents by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.
10.3 Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.
10.4 Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Estimate, Quotation, Cleaning / Maintenance Service Agreement or Service Request document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.
11.1 The Supplier warrants that as from the date of delivery for a period of six months the goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials.
11.2 The Supplier warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
11.3 Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by the Supplier.
The Customer and Supplier shall indemnify one another against all claims, costs and expenses which the Customer or Supplier may incur and which arise, directly or indirectly, from either parties breach of any of its obligations under this Agreement.
13 LIMITATION OF LIABILITY
13.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the annual aggregate of the contract.
13.2 Except in respect of any indirect or consequential losses arising from a breach of Clause 15 of the Cleaning / Service Agreement, the liability of either party for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential losses or damage shall be limited to the annual aggregate of the contract.
13.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
14.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
14.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
14.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
14.4 the other party ceases to carry on its business or substantially the whole of its business; or
14.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
14.6 In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 60 days notice to the other Party.
15 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
16 INDEPENDENT CONTRACTORS
The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Cleaning / Service Agreement.
The Customer or Supplier shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the other party.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Estimate, Quotation, Cleaning / Maintenance Service Agreement or Service Request document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
21 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
22 NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
23 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.