Terms & Conditions

1    Definitions and Interpretation

    1.1     In this Agreement unless the context otherwise requires:

“Business Day” means any day (other than a Saturday or Sunday) on which the banks are ordinarily open for business in the City of London. 

 

“Commencement Date” means the Date of this Agreement 

 

“Conditions of Supply” means the standard Conditions of Supply used by the Supplier from time to time; a copy of the current version of which is attached to this Agreement at Schedule 1; 

 

“Goods and/or Services” means the goods and/or services more particularly described or set out in orders placed by the Purchaser from time to time in accordance with this Agreement;

 

“Month” means a calendar month; 

 

“Order” means any order for Goods and/or Services which the Purchaser issues to the Supplier in accordance with this Agreement, whether in the form of a purchase order contained at schedule 2 or otherwise; 

 

“Price” means for Goods and/or Service set out in the Order as invoiced by the Supplier;

 

1.2   References to Schedules are to the Schedules to this Agreement unless otherwise stated. If there is any conflict or ambiguity between the Clauses of this Agreement and the Schedules then the Clauses of this Agreement shall prevail over all other schedules. 

 

1.3   Words expressed in the singular shall include the plural and vice versa. Words referring to a particular gender include every gender. A reference to a person includes an individual, company, corporation, firm or partnership. 

 

1.4   Reference’s to a statute or statutory provision include, unless the context otherwise requires, a reference to that statute or statutory provision as from time to time amended, modified, extended, re‐enacted and consolidated and all statutory instruments, orders, directions and notices made pursuant to it whether made before or after the date of this Agreement.

 

1.5 References to a “day” or a “Business Day” will mean a period of 24 hours running from 0.00 hours to 23.59 hours

​

2. Duration

This Agreement shall on the Commencement Date and (subject to the provisions for

earlier termination) shall continue in force thereafter unless and until terminated.

 

 

3. Supply of Good and/or Services

The Purchaser may order and the Supplier agrees to perform Services and/or supply Goods in accordance with the terms of this Agreement and the Conditions of Purchase. The Order will set out and the Supplier shall supply the Goods to the Purchaser and/or perform the Services for the Purchaser in response to any such Order in accordance with the provisions of this Agreement. The Supplier shall be entitled to refuse to perform any Orders which are placed by The Purchaser in accordance with this Agreement.

​

4. Price

The Prices to be paid by the Purchaser to the Supplier for the Goods and/or Services shall be in accordance with the invoice that the Supplier shall submit to the Purchaser, if the Purchaser wishes to prior to the commencement of the Order the Purchaser will request from the Supplier a quote.

 

5. Indemnity

N/A.

 

6. Termination

6.1 The Supplier may terminate this Contract at any time upon giving 14 days written notice to the Purchaser.

 

6.2 The Supplier may by written notice served on the Purchaser terminate this Contract immediately if the Purchaser:

 

• is in material breach of any of the terms of this Contract and, where the breach is capable of remedy, and the Purchaser fails to remedy such breach within 7 days after service of a written notice from the Supplier, specifying the breach and requiring it to be remedied;

 

(ii) summons a meeting of its creditors, makes a proposal for a voluntary arrangement, becomes subject to any voluntary arrangement, is unable to pay its debts within the meaning of section 123 Insolvency Act 1986, has a receiver, manager or administrative receiver appointed over any of its assets, undertakings or income, has passed a resolution for its winding‐up (save for the purpose of a voluntary reconstruction or amalgamation previously approved in writing, by the Purchaser), is subject to a petition presented to any Court for its winding‐up (save for the purpose of a voluntary reconstruction or amalgamation previously approved in writing, by the Purchaser), has a provisional liquidator appointed, has a proposal made for a scheme of arrangement under Part 26 Companies Act 2006, has an administrator appointed in respect of it or is the subject of an application for administration filed at any court or a notice of appointment of an administrator filed at any court or a notice of intention to appoint an administrator given by any person or is the subject of a notice to strike off the register at Companies House;

• has any distraint, execution or other process levied or enforced on any of its property;

 

6.3 Upon termination the Supplier will be entitled to payment in relation to Services and/or Good supplied prior to the notice of termination being served and the Supplier shall be under no further liability in relation to the contract

 

6.4 Upon any termination under this clause the Purchaser shall not be entitled to any sums in respect of loss of anticipated profit, loss of contracts or any other losses and expenses arising by reason of or in connection with such termination.

 

6.5 Upon any termination under clause 6 the Purchaser shall be liable for all damages, loss or expenses suffered by the Supplier as a result of any breach of the Contract by the Purchaser.

 

6.7 Without prejudice to any rights that have accrued under the Contract or any of its rights or remedies, the Supplier may terminate this Contract without liability.

 

7. Consequences of Termination

 

7.1 Upon termination of this Agreement for any reason whatsoever:

 

(a) the relationship of the parties shall cease save as (and to the extent) expressly provided for in this Agreement;

(b) any provision which expressly or by implication is intended to come into or remain in force on or after termination shall continue in full force and effect;

​

8. Assignment

 

8.1 This Agreement is personal to the Purchaser. The Purchaser shall not assign, delegate, sub‐contract, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under this Agreement.

 

8.2 The benefit of this Agreement may be assigned freely by the Supplier.

 

9. Sub‐Contracting

 

9.1 It is not intended to use Sub Contractors for this project. However if absolutely necessary The Supplier may subcontract or delegate any of its duties or obligations under this Agreement if Approved first by Purchaser.

 

10. General

 

10.1 This Agreement contains the entire agreement between the parties in relation to its subject matter. Each of the parties irrevocably and unconditionally waives any right it may have to claim damages for, and/or to rescind this Agreement because of, breach of any warranty not contained in this Agreement, or any misrepresentation whether or not contained in this Agreement, unless such misrepresentation was made fraudulently.

 

10.2 No purported alteration or variation of this Agreement shall be effective unless it is in writing, refers specifically to this Agreement and is signed by a director of each of the parties to this Agreement.

 

10.3 If there is an inconsistency between any of the provisions of this agreement and

Schedule 1, the provisions of this agreement shall prevail.

 

11. Law and Jurisdiction

 

11.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of England.

    

11.2 All disputes or claims arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the English Courts to which the parties irrevocably submit.

​

12. Notice

 

12.1 Any notice, demand or communication in connection with this Agreement will be in writing and may be delivered by hand, first class post, Special Delivery post, or email addressed to the recipient at the contact details stated below or other such details as may be notified between the Parties.

 

12.2 The notice, demand or communication will be deemed to be duly served:

(a) if delivered by hand, at the time of delivery;

 

(b) if delivered by first class post or Special Delivery post 48 hours after being posted or in the case of Airmail 14 days after being posted (excluding days other than Business Days);

 

(c) if delivered by email at the time the other party responds to the email other than by way of an automated email response. provided that, where in the case of delivery by hand or transmission by email such delivery occurs either after 4.00 pm on a Business Day, or on a day other than a Business Day, service will be deemed to occur at 9.00 am on the next following Business Day (such times being local time at the address of the recipient).

 

12.3 The postal and email addresses for the parties are as follows:

 

Purchaser Postal and Email Address TBC                        

Supplier Postal and Email Address TBC

​

12.4 For the avoidance of doubt, where proceedings have been issued in the Courts of England and Wales, the provisions of the Civil Procedure Rules must be complied with in respect of the service of documents in connection with those proceedings.

 

12.5 All notices and communications shall be in the English language which shall prevail.

The Purchaser hereby acknowledges and agrees that it has read and understood this agreement and the Suppliers Conditions of Supply and that these terms shall apply to any purchase order raised under this agreement and all goods and/or services provided under it. The signatory acknowledges that by signing this agreement they are entering into a legally binding agreement on behalf of the Purchaser and themselves with the Supplier.

​

Signature:

Name:

Address:

Position:

​

​

SCHEDULE 1

STANDARD CONDTIONS OF SUPPLY

​

1.Application of Conditions

1.1 The Supplier shall supply and the Customer shall purchase the Goods and Services in accordance with the quotation and these Terms and Conditions.

1.2 The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made

or purported to be made, by the Customer.

2. Definitions and Interpretation

2.1 In these Conditions:‐

"Business Day" means any day other than a Saturday, Sunday or bank holiday;

"the Customer" means the person who accepts a quotation or offer of the Supplier for the sale of the Goods and supply of the Services, or whose order for the Goods and Services is

accepted by the Supplier;

“Commencement Date” means the commencement date for this agreement which shall be deemed as being when the Customer accepts the quotation or signs and returns the

acknowledgement of order and or the purchase order

"the Contract" means the contract for the purchase and sale of the Goods and supply of the Services under these terms and conditions;

“these Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions

agreed in writing and signed by both the Customer and the Supplier;

“the Delivery Date” means the date on which the Goods and Services are to be delivered as stipulated in the Customer's order and accepted by the Supplier;

“the Goods” means the goods (including any instalment of the goods or any parts for them) which the Supplier is to supply in accordance with these Conditions;

“month” means a calendar month;

“the Services” means the Services to be provided to the Customer as set out in the quotation;

“the Supplier” means Hertz Electrical Contractors Limited a company registered in England under 0758874;

“writing” includes any communications effected by post or any comparable means.

2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or

extended at the relevant time.

2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

3 Basis of Sale and Service

3.1 The Supplier's employees or agents are not authorised to make any representations concerning the Goods and Services unless confirmed by the Supplier in writing.

In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so

confirmed.

3.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.

3.3 Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration without notice and do not

constitute offers to sell the Goods which are capable of acceptance. An order placed by the Customer may not be withdrawn cancelled or altered prior to acceptance by

the Supplier and no contract for the sale of the Goods and Services shall be binding on the Supplier unless the Supplier has issued a quotation which is expressed to be

an offer to sell the goods and services or has accepted an order placed by the Customer by whichever is the earlier of:-

3.3.1 the Supplier's written acceptance;

3.3.2 delivery of the Goods; or

3.3.3 the Supplier's invoice.

3.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or

information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

3.5 If the Customer is a limited company the Director of the Customer company confirms that they are entering this agreement with the Supplier on a personal basis as

well as on behalf of the Customer and further that the Director will be together with the Customer personally liable to make payment of any invoice that is due to the

Supplier by the Customer for Goods and or Services and shall be bound to the same extent as the Customer by this agreement and these Conditions.

4. The Goods

4.1 No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier's authorised representative.

4.2 The specification for the Goods shall be those set out in the Supplier's sales documentation unless varied expressly in the Customer's order (if accepted by the

Supplier).

4.3 The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or

regulatory requirements or, where the Goods are to be supplied to the Supplier's specification, which do not materially affect their quality or performance.

4.4 No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier on the terms that the

Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour, materials used and legal costs), damages,

charges and expenses incurred by the Supplier as a result of cancellation.

5. The Services

5.1 With effect from the Commencement Date the Supplier shall, in consideration of the price will provide the services expressly identified in the quotation or otherwise

agreed under this agreement.

5.2 The Supplier will use reasonable care and skill to perform the services identified in the quotation or otherwise agreed under this agreement.

5.3 The Supplier shall use all reasonable endeavours to complete its obligations under the Schedule, but time will not be of the essence in the performance of these

obligations.

5.4 In the event the Customer wishes to cancel an order, they must notify the Supplier in writing as soon as practically possible. In such instances the Customer shall

indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour, materials used and legal costs), damages, charges and

expenses incurred by the Supplier as a result of cancellation.

6. Price

6.1 The price of the Goods and Services shall be the price listed in the quotation current at the date of acceptance of the Customer's order or such other price as may be

agreed in writing by the Supplier and the Customer.

6.2 The Supplier reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods and Services to reflect any increase in

the cost to the Supplier which is due to any factor beyond the control of the Supplier such as, without limitation, any foreign exchange fluctuation currency regulation,

alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture, any change in delivery dates, quantities or specifications for the

Goods and services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier

adequate information or instructions.

6.3 Except as otherwise stated under the terms of any quotation of the Supplier or unless otherwise agreed in writing between the Customer and the Supplier, all prices

are inclusive of the Supplier's charges for packaging and transport as specified in the quotation.

6.4 The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal

authority in respect of the Goods and Services, which the Customer shall be additionally liable to pay to the Supplier.

7. Payment

7.1 All payments required to be made pursuant to this Agreement by the Customer shall be made within 14 days of the date of the relevant invoice, without any set-off,

withholding or deduction.

An invoice will not be raised until it is agreed that the Works have been completed inline with the quote, specification and is deemed satisfactory.

7.2 The time of payment shall be of the essence. If the Customer fails to make any payment on the due date in respect of the price or any other sum due under these

terms and conditions then the Supplier shall, without prejudice to any right which the Supplier may have pursuant to any statutory provision in force from time to time,

have the right to charge the Customer interest on a daily basis at an annual rate equal to the aggregate of 1% per cent and the base rate of the Bank of England from time

to time on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as

well as before any judgement.

7.3 All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the Supplier.

8. Delivery and Performance

8.1 Delivery of the Goods shall be made by the Supplier delivering the Goods to the place in the United Kingdom specified in the quotation.

8.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Supplier in writing. The Goods may be

delivered by the Supplier in advance of the Delivery Date upon giving reasonable notice to the Customer.

8.3 If the Customer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or

authorisations required to enable the Goods to be delivered on that date, the Supplier shall be entitled upon giving written notice to the Customer to store or arrange for

the storage of the Goods and then notwithstanding the provision of Condition 10.1 of these Conditions risk in the Goods shall pass to the Customer, delivery shall be

deemed to have taken place and the Customer shall pay to the Supplier all costs and expenses including storage and insurance charges arising from such failure.

8.4 With effect from the Commencement Date the Supplier shall, in consideration of the amount(s) being paid in accordance with the quotation, provide the services

expressly identified in the quotation or otherwise agreed under this agreement.

9. Non-Delivery of Goods and Services

9.1 If the Supplier fails to deliver the Goods or Services and any of them on the Delivery Date other than for reasons outside the Supplier's reasonable control or the

Customer's or its carrier's fault:-

9.1.1if the Supplier delivers the Goods and Services at any time thereafter the Supplier shall have no liability in respect of such late delivery;

10. Risk and Retention of Title

10.1 Risk of damage to or loss of the Goods shall pass to the Customer at:

10.1.1in the case of Goods to be delivered at the Supplier's premises, the time when the Supplier notifies the Customer that the Goods are available for collection;

10.1.2 in the case of Goods to be delivered otherwise than at the Supplier's premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods,

the time when the Supplier has tendered delivery of the Goods; or

10.1.3 in the case of goods being installed by the Supplier, the time that the Supplier notifies the Customer that the installation is complete.

10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, legal and beneficial title of the Goods shall not pass to the

Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods and any associated services.

10.3 Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in

possession of the Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are

identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.

10.4 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the

Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith

become due and payable.

10.5 The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice. In the event of repossession the Customer shall deliver up

to the Supplier all Goods in which title has not passed, the cost of which shall be born by the Customer.

10.6 The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if;

10.6.1 The Customer commits or permits any material breach of his obligations under these Conditions;

10.6.2 The Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors.

11. Assignment and Sub-contracting

11.1 The Supplier may assign the Contract or any part of it to any person, firm or company.

11.2 The Supplier may sub-contract all or any part of the supply of Goods or Services under this agreement.

11.3 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier

12. Defective Goods

12.1 The Supplier warrants that it has the right to provide the goods but otherwise the goods are provided on an “as-is” basis without warranty of any kind, express or

implied, oral or written including, without limitation, the implied conditions of merchantable quality, fitness for purpose and description, all of which are specifically and

unreservedly excluded. The Supplier further warrants that the goods will be supplied using reasonable care and skill. The company does not warrant that the goods

supplied are error-free, accurate or complete.

12.2 If on delivery any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or, if they are signed for

on delivery "condition and contents unknown" the Customer gives written notice of such defect to the Supplier within three business days of such delivery, the Supplier

shall at its option:-

12.2.1 replace the defective Goods within 14 days of receiving the Customer's notice; or

12.2.2 refund to the Customer the price for the goods which are defective;

but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice give by the

Customer as aforesaid.

12.3 No Goods may be returned to the Supplier without the prior agreement in writing of the Supplier. Subject thereto any Goods returned which the Supplier is satisfied

were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Supplier's sole

discretion the Supplier shall refund or credit to the Customer the price of such defective Goods but the Supplier shall have no further liability to the Customer.

12..4 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions,

failure to follow the Supplier's instructions (whether oral or in writing), misuse or alteration of the Goods without the Supplier's approval, or any other act or omission on

the part of the Customer, its employees or agents or any third party.

12.5 Goods, other than defective Goods returned under Conditions 12.1 or 12.2, returned by the Customer and accepted by the Supplier may be credited to the Customer

at the Supplier's sole discretion and without any obligation on the part of the Supplier.

12.6 Subject as expressly provided in these Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by

statute or common law are excluded to the fullest extent permitted by law.

12.7 The Customer shall be responsible to ensure that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling

of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory handling and sale of the Goods by the Customer is carried out in

accordance with directions given by the Supplier or any competent governmental or regulatory authority and the Customer will indemnify the Supplier against any liability

loss or damage which the Supplier might suffer as a result of the Customer's failure to comply with this condition.

13. Customer's Default

13.1 If the Customer fails to make any payment on the due date or is subject to any of the circumstances at clause 13.2 then, without prejudice to any other right or

remedy available to the Supplier, the Supplier shall be entitled to:-

13.1.1 cancel the order or suspend any further deliveries of Goods and Services to the Customer;

13.1.2 appropriate any payment made by the Customer to such of the Goods and Services (or the goods and services supplied under any other contract between the

Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer);

13.1.3 If the Customer Company is a Limited Company demand immediate payment from the director of the Customer Company.

13.2The following are events of default if:-

13.2.1 the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or

13.2.2 the Customer becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or

(being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or

13.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or

13.2.4 the Customer ceases, or threatens to cease, to carry on business; or

13.2.5 the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

13.3 If under clause 13.1 or 13.2 the Customer commits a default then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be

entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not

paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

14. Liability

14.1 If the Supplier fails to perform the service with care and skill it will carry out remedial action at no extra cost to the Customer. If no remedial action is possible the

Supplier will reimburse the Customer to the value of the payment already made by the Customer to the Supplier for the service. It is hereby agreed that the Suppliers

liability shall in all circumstances be limited to the value of the Contract that has been received by the Supplier from the Customer.

14.2 The Customer acknowledges that the Supplier places particular reliance upon these Conditions and in addition to any other remedy available to the Supplier, the

Customer irrevocably and unconditionally agrees to indemnify the Supplier its employees, sub-contractors and agents in full and on demand and keep them so

indemnified against all claims, demands, actions, proceedings and all direct and indirect damages, losses, costs and expenses (including without limitation legal on an

indemnity costs basis and other professional advisers’ fees, economic loss, loss of profit, future revenue, reputation, goodwill, anticipated savings) and any consequential

loss made against or incurred or suffered by any of them and whether wholly or in part resulting directly or indirectly from any breach by the Customer of the Contract, or

any termination by the Customer of the Contract.

14.3 Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All

obligations on the part of such a Customer shall be joint and several obligations of such persons.

14.4 Where the Customer is a Limited Company the indemnity under clause 14.2 shall be deemed to be given personally by the Directors of the Customer Company as

well as the Customer itself.

14.5 The Supplier shall not be liable for any indirect, special or consequential loss or damage howsoever caused or for any economic loss of whatever nature (whether or

not such damage was foreseen, direct, foreseeable known or otherwise), including loss of anticipated profits (direct or indirect), loss of anticipated savings, loss of

business, and/or any other losses arising as a result of any third party bringing a claim in respect of any nature whatsoever whether in contract, tort or otherwise.

14.6 Nothing in these Conditions excludes or limits the liability of the Purchaser for death or personal injury caused by the Purchaser’s negligence, or for

fraudulent misrepresentation

15. Communications

15.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post:

15.1.1 (in the case of communications to the Supplier) to its registered office or such changed address as shall be notified to the Customer by the Supplier; or

15.1.2 (in the case of the communications to the Customer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the

Customer set out in any document which forms part of the Contract or such other address as shall be notified to the Supplier by the Customer.

15.2 Communications shall be deemed to have been received:

15.2.1 if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); or

15.2.2 if delivered by hand, on the day of delivery; or

15.3 Communications addressed to the Supplier shall be marked for the attention of Andrew Wood.

16. Force Majeure

16.1 In the event that either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control including but not

limited to a third party failing to perform its obligations under another contract with the Supplier or war, national emergency, flood, earthquake, strike or lockout (subject to

Sub-clause 17.2) the party shall not be deemed to be in breach of its obligations under this Agreement. The party shall immediately give notice of this to the other party

and must take all reasonable steps to resume performance of its obligations.

16.2 Sub-clause 16.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.

16.3 In the event of Force Majeure being operative the Supplier shall not be liable to pay any damages, costs or expenses for any breach of this Agreement or any

expense incurred by the Customer in enforcing this Agreement.

16.4 If and when the period of such incapacity exceeds 6 months then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.

17. Variation and Waiver

17.1 No purported alteration or variation of these Conditions shall be effective unless it is in writing, refers specifically to the Contract and is signed by a duly authorised

representative of each of the parties to the Contract.

17.2 The waiver by the Supplier of any breach of these Conditions shall not prevent the subsequent enforcement of that provision and shall not be deemed to be a waiver

of any subsequent breach of that or any other provision.

18. Severance

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these

Conditions and the remainder of the provision in question shall not be affected thereby.

19. Third Party Rights

A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

20.Governing Law and Jurisdiction

These terms and conditions shall be governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English courts.

 

​

3B Somers Road, Rugby, Warwickshire CV22 7DB

Tel: 01788 541403 Web: hertz-elec.co.uk Email: info@hertz-elec.co.uk

​​

Updated July 2024

​