TERMS & CONDITIONS
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Main Terms and Conditions
We last updated this policy on the 2nd February 2022
As we cannot accept your order and make a legally enforceable agreement without further reference to you, you must read these terms and conditions to make sure that they contain all that you want and nothing that you are not happy with. If you are not sure about anything, just phone us on 01902 921231
a. These Terms and Conditions will apply to the purchase of the services and goods by you (the Customer or You).
b. We are Compsons Limited a company registered in England and Wales under number 5162164 whose registered office is at Fourways, School Road, Trysull, Wolverhampton, Staffordshire, WV5 7HR with telephone number 01902 921231; (the Supplier or Us or We).
c. These are the terms on which we sell all Services and Goods to you. By ordering any of the Services or Goods, you agree to be bound by these Terms and Conditions.
d. Unless otherwise expressly agreed in writing by Compsons Limited, every Quotation for the provision of services subsequent to the initial Quotation or any variation thereto shall be subject to these Terms and Conditions which shall prevail over any conditions of the purchase of the Client unless otherwise accepted in writing by Compsons Limited. Except as expressly provided for in this document, no variation or amendment of this document or oral promise or commitment related to it shall be valid unless committed to writing and signed by or on behalf of both parties.
2. Definition and Interpretation
Consumer means an individual acting for the purposes which are wholly or mainly outside his or her trade, business, craft or profession;
Client means the person, company or partnership stated in the Compsons Limited Quotation;
Contract means the legally binding agreement between you and us for the supply of the services;
Delivery Location means the Supplier’s premises or other location where the Services are to be supplied, as set out in the Order;
Goods means any goods that we supply to you with the Services, of the number and description as set out in the Order;
Order means the Customer’s order for the Services from the Supplier as set out in the Customer’s order or in the Customer’s written acceptance of the Supplier’s quotation;
Services means the services, including any Goods, of the number and description set out in the Order;
Specification means the plans, drawings, data, specifications, performance details or other information, if any, defining the quality, quantity or description of any Services, as set out in the Quotation or subsequently varied by way of agreement in writing between Compsons Limited and the Client;
Quotation means the quotation or customer order attached to these Terms and Conditions, from Compsons Limited to the Client;
Deficiency means a failure to comply with the Specification
3. Acceptance of Quotation for Services
a. The terms of the Quotation are open for acceptance by the Client within the period stated therein or, if none is stated, within 28 days from the date of the Quotation. Acceptance of the Quotation by the Client in writing shall constitute an acceptance of Compsons Limited’s offer embodied in the Quotation and these conditions of Contract.
a. The Services shall be carried out by personnel suitably qualified to ensure the efficient performance of the Services.
a. The description of the Services and any Goods is as set out in our website, catalogues, brochures or other form of advertisement. Any description is for illustrative purposes only and there may be small discrepancies in size or colour of any Goods supplied.
b. In the case of Services and any Goods made to your special requirements, it is your responsibility to ensure that any information or specification you provide is accurate. In the event that the information is found to be inadequate or defective and such inadequacies or defects affect the provision of Services, Compsons Limited shall accept no liability and the Client shall reimburse Compsons Limited for any extra costs and delay and issue a fair extension of time to the Contract as necessary.
c. All Services are subject to availability.
d. The compliance with any relevant rules and regulations and the obtaining of any necessary licences, permits, consents, approvals or other matters of a like nature necessary to enable Compsons Limited to provide Services to the Client shall be the responsibility of the Client except where expressly indicated otherwise within the Quotation. Nothing contained herein shall absolve Compsons Limited of its duties and responsibilities under the law and in regard to health and safety.
e. We can make changes to the Services which are necessary to comply with any applicable law or safety requirement. We will notify you of these changes.
6. Customer Responsibilities
a. You must co-operate with us in all matters relating to the Services, provide us and our employees and representatives with access to any premises under your control as required, provide us with all information required to perform the Services and obtain any necessary licences and consents (unless otherwise agreed).
b. Failure to comply with the above is a Customer default which entitles us to suspend performance of the Services until you remedy it or if you fail to remedy it following our request. We can terminate the Contract with immediate effect and charge for damages on written notice to you.
7. Basis of Sale
a. The description of the Services and any Goods in our website, catalogues, brochures or other form of advertisement does not constitute a contractual offer to sell the Services or Goods.
b. Any quotation or estimate of Fees (as defined below) is valid for a maximum period of 28 calendar days from its date, unless we expressly withdraw it at an earlier time.
c. The quotation will document all Goods and Services we propose to supply along with the total price (Fees) for these Goods and Services including VAT.
d. The quotation will include information as to the performance of the technology we have proposed to install. These performance estimates will be calculated according to the requirements of the appropriate Microgeneration Certificate Standard (MCS) where applicable.
e. To confirm your order, you must sign both copies of this contract; you should keep one copy for your records and return the other copy to us at the address on the quotation.
f. A Contract will be formed for the Services and or Goods ordered, only upon the Supplier’s written acceptance of the Order or, if earlier, the Supplier’s delivery of the Services and or Goods to the Customer.
g. When an Order has been made, we can reject it for any reason, although we will try to tell you the reason without delay.
h. We will discuss with you and provide you with information as to the location of key components. You will be given opportunity to approve the site designs before work commences.
i. We will advise you on approvals and permissions that may be required for the work; however, it will be your responsibility to ensure that such approvals and permissions are in place.
j. If there are additional payments that you should make, such as (but not limited to) planning permission costs or if you need to consult a Structural Engineer, we may offer advice and assistance however you will be responsible for any additional costs.
k. No variation of the Contact, whether about description of the Services, Fees or otherwise, can be made after it has been entered unless the variation is agreed by the Customer and the Supplier in writing.
l. We intend that these Terms and Conditions apply only to a Contract entered into by you as a Consumer where we, the supplier and you the Customer, enter the Contract at any of the Supplier’s business premises or Customer’s premises, and where the Contract is not a contract
i. for which an offer was made by the Customer in the Supplier’s and the Customer’s simultaneous physical presence away from those premises, or
ii. made immediately after the Customers was personally and individually addressed in the Supplier’s and Customer’s simultaneous physical presence away from those premises
If this is not the case, you must tell us, so that we can provide you with a different contract with terms which are more appropriate to you and which might, in some way, be better for you, e.g. by giving cancellation rights pursuant to consumer protection law. Business premises means immovable retail premises where we carry on business on a permanent basis or, in the case of movable retail premises, on a usual basis.
a. Where expressly stated to be on a fixed price basis, the Quotation is based upon the types of rates of contributions, taxes, levies and duties (tax items) payable by Compsons Limited, which are current at the date of the Quotation. If changes occur to any one or more tax items, after the date of the Quotation, then the price for the provision of the Services shall be adjusted accordingly.
b. The quotation is based upon the normal hours of working and the most cost-effective work programme. If Compsons Limited is required by the client to work overtime, or is delayed, or has work disrupted by the Client or others, then the additional costs of such overtime, delay or disruption shall be added to the price for the provision of Services.
c. Compsons Limited or its subcontractors cannot be held responsible for any damage to pipes, drains or cables that are below ground and we have not been made aware of. Any knowledge of the position of such services should be made known to Compsons Limited before work commences.
d. All grass areas must be close cut before trenching begins.
e. All back filling / reinstatement will be done with the spoil that has been removed, the site will be left as flat as possible. The removal of excess spoil is the responsibility of the client.
f. Should the excavated material be unsuitable as back-fill then sand will be provided at a cost plus 10% handling.
g. The groundwork costs are fixed once a site survey has been completed, providing the ground is of normal conditions. If the ground contains infill, rock or pebbles then the price will need to be re-quoted to take this into consideration.
a. We will deliver the Services, including any Goods, to the Delivery Location by the time or within the agreed period or, failing any agreement:
i. In the case of Services, within a reasonable time; and
ii. In the case of Goods, without undue delay and, in any event, not more than 30 calendar days from the day on which the Contract is entered.
b. In any case, regardless of events beyond our control, if we do not deliver the Services on time, you can require us to reduce the Fees or charges by an appropriate amount (including the right to receive a refund for anything already paid above the reduced amount). The amount of the reduction can, where appropriate, be up to the full amount of the Fees or charges.
c. In any case, regardless of events beyond our control, if we do not deliver the Goods on time, you can (in addition to any other remedies) treat the Contract at an end if:
i. we have refused to deliver the Goods, or if delivery on time is essential considering all the relevant circumstances at the time the Contract was made, or you said to us before the Contract was made that delivery on time was essential; or
ii. after we have failed to deliver on time, you have specified a later period which is appropriate to the circumstances and we have not delivered within that period.
d. If you treat the Contract at an end, we will (in addition to other remedies) promptly return all payments made under the Contract.
e. If you were entitled to treat the Contract at an end, but do not do so, you are not prevented from cancelling the Order for any Goods or rejecting Goods that have been delivered and, if you do this, we will (in addition to other remedies) without delay return all payments made under the Contract
for any such cancelled or rejected goods. If the Goods have been delivered, you must return them to allow us to collect them from you and we will pay the costs for this.
f. If any goods from a commercial unit (a unit is a commercial unit if division of the unit would materially impair the value of the goods or the character of the unit) you cannot cancel or reject the Order for some to those Goods without also cancelling or rejecting the Order for the rest of them.
g. We do not generally deliver to addresses outside England and Wales, Scotland, Northern Ireland, the Isle of Man and Channel Islands. If, however, we accept an Order for the delivery outside that area, you may need to pay import duties or other taxes, as we will not pay them.
h. You agree we may deliver the Goods in instalments if we suffer a shortage of stock or other genuine and fair reason, subject to the above provisions and provided you are not liable for extra charges.
i. If you or your nominee fail, through no fault of ours, to take delivery of the Services at the Delivery Location, we may charge the reasonable costs of storing and redelivering them.
j. Goods will become your responsibility from the completion of the delivery or Customer collection. You must, if reasonable practicable, examine the Goods before accepting them.
a. The Client shall pay Compsons Limited the invoiced sum without deductions within seven days of receipt of the invoice, unless stated otherwise in the Quotation. Time for payment shall be of the essence. Interest shall be payable at the rate of three per cent per annum above Bank of England base rate for all overdue payments.
b. Compsons Limited shall submit invoices to the Client in respect of the price of the Services in accordance with the stage payments set out in the Quotation.
c. All invoices must be paid in full before any warranty work is undertaken.
d. Should the client be expecting any grant and / or loan and / or credit agreement to cover the costs of any work Compsons Limited undertakes it is the client’s responsibility to ensure these agreements are in place in order for the full invoice amount to be paid on time. If the client fails to adhere to this and / or provide any grant vouchers and / or if they are invalid and / or they do not cover the cost of the installation, then the client will be solely responsible for the full and / or remaining invoice amount to be paid.
e. Any extension to the payment date of any invoice must be agreed with Compsons Limited in writing. Late payment of any invoice without the written consent from Compsons Limited invalidates any warranties and / or guarantees as stated by Compsons Limited on the quotation or at the start of services and / or goods being offered.
11. Property and Risk
a. Unless stated otherwise in the Quotation, risk in any goods delivered as part of the Services shall pass to the Client on the date of delivery of such goods to the site or other agreed delivery point.
b. Notwithstanding delivery and passing of risk in the goods, property in the goods shall not pass to the Client until Compsons Limited has received payment for such goods in full.
c. Until title passes, the Client shall hold any goods supplied under this contract as bailee for Compsons Limited and shall store or mark them so that they can at all times be identified as the property of Compsons Limited. Compsons Limited may at any time before title passes and without any liability to the Client repossess and dismantle and use or sell all or any of the goods, and by doing so terminate the Client’s right to use, sell or otherwise deal in them; and for that purpose (or determining what if any goods held by the Client and inspecting them) enter any premises of, or occupied by the Client.
12. Risk and Title
a. Risk of damage to, or loss of, any Goods will pass to you when the Goods are delivered to you.
b. You do not own the Goods until we have received payment in full. If full payment is overdue or a step occurs towards your bankruptcy, we can choose, by notice to cancel any delivery and end any right to use the Goods still owned by you, in which case you must return them or allow us to collect them.
13. Withdrawal and Cancellation
a. You can withdraw the Order by telling us before the Contract is made, if you simply wish to change your mind and without giving us a reason, and without incurring any liability.
b. You can cancel the Contract except for any Goods which are made to your special requirements by telling us no later than 14 calendar days from the day the Contract was entered. If you simply wish to change your mind and without giving us reason, and without liability, except in that case, you must return to any of our business premises the Goods in undamaged condition at your own expense. Then we must without delay refund to you the price for those Goods and Services which have been paid for in advance, but we can retain any separate delivery charge. This does not affect your rights when the reason for cancellation is any defective Goods or Services.
c. If you have agreed in writing that installation work will commence before the fourteen (14) day cancellation period expires, and you subsequently cancel in accordance with your rights, you are advised that reasonable payment may be due for any work carried out. You must confirm in writing that work may commence before your cancellation period expires
d. You can only recourse to these actions if the Goods or Services are incorrectly described or not fit for purpose.
e. You will not be entitled to seek these remedies if you have changed your mind about the Goods and or Services agreed to outside of any required cancellation period.
f. If, within fourteen (14) days of us informing you inwriting of a serious breach of your obligations to us you have failed to rectify this breach, we will have the right to cancel this contract.
g. Should we suffer any losses due to a breach of this contract then we will be entitled to reasonable compensation to cover these losses. We are required to attempt to keep all losses to a minimum
14. Timetable for Works
a. We will have agreed with you a timetable for carrying out the installation. By signing this contract, you are confirming that you agree with this timetable.
b. There can be occasions that this timetable may need to be varied due to, for example and not limited to, poor weather or unavailability of the Goods and or Services. We will inform you of any delay we become aware of at the earliest possible opportunity. We would then arrange a new mutually agreeable timetable.
c. Should the delay be caused by us, or by our suppliers, and that delay could be considered as severe by a reasonable person, you would be entitled to cancel this contract without penalty to you.
d. Should the delay be caused by you, we will attempt to accommodate that delay without cost to you. However, if the delay incurs us in extra cost, for example, but not limited to, scaffolding, we will require that you cover these costs.
15. The Installation
a. The installation will be carried out strictly in line with the Management Information System (MIS) Standard relevant to the technology, and to any document referred to within the standard. In addition, we will ensure at all times that we meet all our obligations under the Renewable Energy Consumer Code (RECC) where applicable.
b. The Goods we supply will be of merchantable quality and fit for purpose. They will operate as we have described to you.
c. We will have insurances in place which will cover any loss or damage caused by us or our agents.
d. You will be required to supply us normal services free of charge; this would include toilet, washing, water facilities and electricity. You should also ensure we have safe and easy access to the installation area.
e. Any work to prepare for the installation, carried out by you or a third party that you employ should be carried out in line with the agreed start date for the installation. If this work has not been completed and a consequent delay is caused you may be liable for any costs incurred by us for such a delay.
f. The work will be carried out by personnel trained and suitably qualified in each of the tasks they are assigned.
g. You will be given warranties for both the installation itself and for the installed goods. The terms of these warranties will be given to you in writing and we will explain them to you verbally.
h. Within seven (7) days of the completion of the installation we will hand over to you all documentation required as set out within the appropriate Microgeneration Installation Standard where applicable.
16. Deposits, Advance Payments and Goods Purchased with Deposits and Advance Payments
a. Any deposit or advance payment you have made to us, or will make to us according to the timescales set out in the quotation, will be placed in a “Client Bank Account”. These deposits and advance payments can only be used to carry out the work under this contract.
b. Should we cease trading because of receivership, administration or bankruptcy the monies in that bank account will be returned to you or will be given to another Microgeneration Certification Scheme (MCS) Approved Contractor to complete the work.
c. Where Goods and Services apply to the Renewable Energy Consumer Code (RECC) we are also required to protect these deposits, advance payments and our Workmanship Warranty with an insurance policy. We will give you the name and contact details of the insurance company with the quotation. You will be entitled to claim on this policy should we fall into receivership, bankruptcy or administration.
d. We will only use monies from the Client Bank Account when we purchase Goods on your behalf. When we purchase Goods for use under this contract the legal title to those Goods or the proportion of which you have paid us for will pass to you. We will either deliver them to you or we will store them for you and mark them as your property. They will be kept separate from other Goods. We will ensure that these goods are insured until they are delivered to you. You may decide to inspect Goods or to remove them from our premises if you wish.
e. If we have requested a deposit then this deposit will not exceed twenty-five per cent (25%) of the total contract price set out in the quotation. Should you decide to cancel this contract within the fourteen (14) day cooling off period, then this deposit will be returned to you promptly.
f. If we have requested advance payments in addition to a deposit, the total advance payments and deposit will not exceed sixty per cent (60%) of the total contract price set out in the quotation.
g. We will not request advance payments to be made more than three (3) weeks from the agreed delivery or installation date.
h. If we have agreed a deposit before a full technical assessment of your property has been made, and we are unable to proceed because of something discovered during that technical inspection, then any deposits or advance payments will be returned.
i. The quotation will set out in detail when invoices will be sent and the amounts due for each payment.
17. Fees and Payment
a. The fees (Fees) for the Services, the price of any Goods (if not included in the Fees) and any additional delivery or other charges is that set out in our price list current at the date of the Order or such other price as we may agree in writing. Prices for the Services may be calculated on a fixed fee or on a standard rate basis.
b. Fees and charges include VAT at the rate applicable at the time of the Order
c. Payment for the Services must be made by their due date as highlighted in the quotation or seven (7) calendar days of the final invoice where no payment instructions appear on the quotation.
d. You must pay in cash or by cheque made payable to Compsons Limited or by bank transfer to bank account number 3297004 and sort code 09-01-50 giving reference to the invoice number with you Order and we can take payment immediately or otherwise before delivery of the Services.
18. Payment Schedule
a. Should a project Goods and Services be of a total cost equal to or more than two thousand pounds (£2,000) excluding VAT, each element of the project would follow the same invoicing structure as follows unless otherwise agreed in writing via email or otherwise:
i. Initial Deposit on receipt of order 20%
ii. Materials invoice 50%
iii. First Fix completion 20%
iv. Commissioning 10%
b. Each stage will be invoiced separately and payment must be received within seven (7) days of the date of the invoice otherwise Compsons Limited cannot progress to the next stage of the project.
19. Late Payment
a. You should make the payments agreed on the quotation as they become due. The final payment will be due on the completion of the installation. If you fail to make any agreed payment we may cease work. If you fail to pay the amount specified in an invoice sent to you by the agreed due date then we reserve the right to charge you interest until you pay the amount due. The interest rate we will charge will be three per cent (3%) above the Bank of England base rate.
b. It is not permissible under this contract to withhold any more than a proportionate amount of the outstanding balance for any alleged defect. If you do withhold any amount after a payment has become due, you should give us notice of your intention before the final date on which payment is due. You should also, with that notice, state the reasons for withholding payment.
c. If we intend to cease work, we will give you notice of this in writing.
d. If you are in breach of this contract because you have not made a payment that was due to us and we have ceased work, you may have to compensate us for any additional costs we have incurred
e. Dependent on the circumstances, we may require that the Goods are returned to us. If necessary, we will take legal proceedings to recover the Goods and or any outstanding amounts due to us.
a. Unless stated otherwise in the Quotation, Compsons Limited warrants that the Services will be supplied in accordance with the Specification and will be free from defects in material and workmanship for a period of twelve months from the date of completion of the Services. The Client shall advise Compsons Limited in writing of any breach of this warranty within fourteen days of discovering such breach and confirm that it wishes to make a warranty claim for rectification of the defect.
b. In the event of a valid warranty claim by the Client, Compsons Limited shall be entitled (at Compsons Limited’s discretion) either to repair, replace or re-perform the defective part of the Services free of charge and Compsons Limited shall have no further liability to the Client in particular respect of consequential loss.
c. Should the client become aggressive, confrontational and / or abusive (either physically or verbally) to any member of the Compsons Limited organisation then any warranties and / or guarantees offered at the start of contract will be invalid.
21. Indemnity and Insurance
a. Compsons Limited will maintain an appropriate level of insurance to meet its legal liability for injury to its own personnel, injury to third parties or damage caused to the property of others in the course of work under the Services to be provided.
22. Liability of Compsons Limited
a. Compsons Limited shall not be liable for any indirect or consequential losses, loss of contracts, damages or loss of profits or any cost incidental thereto, arising from the provision of the Services, including without limitation any delays, loss of use or loss of profits resulting there from.
b. The liability of Compsons Limited shall be limited to the re-performance of the Services, in so far as possible, to the extent necessary to remedy any material performance deficiencies provided that the client gives written notice of the deficiencies as provided in the clause 9a above
c. Compsons Limited accepts no liability for any effect that drilling, grouting, trenching or permanent boreholes may have on the foundations, services or structures, and the Client should arrange for other Consultants to advise on the potential impact of such works and approve the position and construction of such boreholes and trenches.
d. Compsons Limited shall be reliant upon information supplied by the Client, its Architects, Engineers and contractors and no liability is accepted by Compsons Limited for the adequacy or correctness of such information. In the event that basic design information is not provided by the Client and Compsons Limited derives its own performance figures for the purposes of providing a budget estimate, then the Client shall be responsible for approval of such figures prior to the production of the final Specification or any variation thereto.
23. Facilities to be Supplied to Compsons Limited
a. Where the performance of the Services includes installation of materials and equipment at a site and since Compsons Limited cannot attend site to accept deliveries, the following services shall be provided to Compsons Limited free of charge unless otherwise stated in the Quotation:
b. Off-loading and acceptance of delivery, dry storage and protection of equipment and materials.
c. Movement and hoisting of equipment and materials from storage to location of installation.
d. Protection of partially complete and compete installations
e. Location and marking of underground and other services prior to any drilling or excavations Compsons Limited accepts no liability for damage to unmarked services.
f. Free and adequate water supply adjacent to the point of use.
g. Loading and removal from site of drilling arising and surplus excavated material.
h. Excavation of trenches for pipelines and pits for access points.
i. Free and adequate temporary electrical power and lighting at point of use.
j. Washing, messing, first aid and toilet facilities.
k. Provision of holes, chases and slots in structure as required and subsequent making good, including redecoration.
l. Central point on site for general rubbish to be deposited, for clearance off site by others.
m. Electrical and plumbing connections and the work of other trades including necessary attendance during commissioning.
n. Excavation, back-filling and compaction of trenches as required.
a. Compsons Limited shall not be liable for any failure in the performance of any of its obligations under this document caused by factors outside its control.
b. This document shall be governed by English Law and the Client consents to the exclusive jurisdiction of the English courts in all matters regarding it, except to the extent that Compsons Limited invokes the jurisdiction of the courts of any other country.
c. Any notice given under this deed shall be in writing and may be served;
ii. by registered or recorded delivery mail;
iii. by telex or facsimile transmission (the latter confirmed by telex or post); or
iv. by any other means which any party specifies by notice to others.
d. Each party’s address for the service of notice shall be their above-mentioned address or such other address as they specify by notice to the others.
e. A notice shall be deemed to have been served:
i. if it was in person, at the time of service;
ii. if it was served by post, 48 hours after it was posted; and
iii. if it was served by telex or facsimile transmission, at the time of transmission.
f. The performance of Air Source and / or Ground Source Heat Pump systems is impossible to predict with certainty due to variability of the climate and its subsequent effect on both heat supply and demand. The estimate is based upon the best available information but is given as guidance only and should not be considered as a guarantee.
g. The performance of Solar Thermal and / or Photovoltaic (PV) systems is impossible to predict with certainty due to the variability in the amount or solar radiation (sunlight) from location to location and from year to year. This estimate is based upon the Governments standard assessment procedure
h. for energy rating (SAP) and it is given as guidance only. It should not be considered as a guarantee of performance.
25. Conformity and Guarantee
a. We have a legal duty to supply the Goods in conformity with the Contract, and will not have conformed if it does not meet the following obligation.
b. Upon delivery, the Goods will:
i. be of satisfactory quality;
ii. be reasonably fit for any particular purpose for which you buy the Goods which, before the Contract is made, you made known to us (unless you do not actually rely, or it is unreasonable for you to rely, on our skill and judgment) and be fit for any purpose held out by us or set out in the Contract; and
iii. conform to their description.
c. It is not a failure to conform if the failure has its origin in your material.
d. We will supply the Services with reasonable skill and care.
e. We will immediately, or within reasonable time, give you the benefit of the free guarantee given by the manufacturer of the Goods. Details of the guarantee, the duration and territorial scope of the guarantee, are set out in the manufacturer’s guarantee provided with the Goods. This guarantee will take effect at the time the Goods are delivered, and will not reduce your legal rights.
f. In relation to the Services, anything we say or write to you, or anything someone else says or writes to you on our behalf, about us or about the Services, is a term of the Contract (which we must comply with) if you take it into account when deciding to enter this Contract, or when making any decision about the Services after entering into this Contract. Anything you consider is subject to anything that qualified it and was said or written to you by us or on behalf of us on the same occasion, and any change to it that has been expressly agreed between us (before entering this Contract or later).
26. Duration, Termination and Suspension
a. The contract continues as long as it takes us to perform the Services.
b. Either you or we may terminate the Contract or suspend the Services at any time by written notice of termination or suspension to the other if the other:
i. commits serious breach, or series of breaches resulting in a serious breach, of the contract and the breach either cannot be fixed or is not fixed within 30 days of the written notice; or
ii. is subject to any step towards its bankruptcy or liquidation.
c. On termination of the Contract for any reason, any respective remaining rights and liabilities will not be affected.
27. Successors and Our Sub-contractors
a. Either party can transfer the benefit of this Contract to someone else, and will remain liable to the other for its obligations under the Contract. The Supplier will be liable for the acts of any sub-contractors who it chooses to help perform its duties.
28. Circumstances Beyond the Control of Either Party
a. In the event of any failure by a party of something beyond its reasonable control:
i. the party will advise the other party as soon as reasonable practicable; and
ii. the party’s obligations will be suspended so far as is reasonable, provided that that party will act reasonably, and the party will not be liable for any failure which it could not reasonably avoid, but this will not affect the Customer’s above rights relating to delivery and the right to cancel below.
29. Excluding Liability
a. We do not exclude liability for:
i. any fraudulent act or omission; or
ii. death or personal injury caused by negligence or breach of the Suppliers other legal obligations. Subject to this, we are not liable for
• loss which was not reasonably foreseeable to both parties at the time when the Contract was made, or
• loss (e.g. loss of profit) to your business, trade, craft or profession which would not be suffered by a Consumer – because we believe you are not buying the Services and Goods wholly or mainly for your business, trade, craft or profession.
30. Conciliation and Arbitration
a. If we are in dispute on any issue where we cannot come to an agreement then we can refer the matter to conciliation. If you wish to go to conciliation, we are obliged to agree.
b. The Renewable Energy Consumer Code (RECC) conciliation service is the conciliation service that will be used. The process is described within the Renewable Energy Consumer Code.
c. A suitably qualified expert will be appointed to consider the dispute. This expert will make recommendations to resolve the dispute.
d. These recommendations are not binding on either party. If you do not agree with the findings, you can refer the matter to the Independent Arbitration Service. The procedure used for this independent arbitration is described within the Renewable Energy Consumer Code (RECC). If you decide to follow this route, you will be required to pay a fee equivalent to the County Court Small Claims procedure fee. You will have this fee refunded if the arbiter finds in your favour.
e. An award made under the Independent Arbitration Service will be final and legally binding. Either party may only challenge the award on certain limited grounds under the Arbitration Act 1996.
31. Governing Law, Jurisdiction and Complaints
a. The Contract (including any non-contractual matters) is governed by the law of England and Wales.
b. Disputes can be submitted to the jurisdiction of the courts of England and Wales or, where the Customer lives in Scotland or Northern Ireland, in the courts of respectively Scotland and Northern Ireland.
c. We try to avoid any dispute, so we deal with complaints as follows: If a dispute occurs customers should contact us to find a solution immediately. We will aim to respond with an appropriate solution within 5 days.
d. We aim to follow these codes of conduct that we recommend you read, copies of which you can obtain as follows:
i. Renewable Energy Consumer Code available from www.recc.org.uk;
ii. Gas Safe Register available from www.gassaferegister.co.uk