Terms and Conditions
Application and entire agreement
1 These Terms and Conditions apply to the provision of services detailed on our quotation (services) by Solar South West Ltd a company registered in England and Wales under number 7336550 whose registered office is at Coombe Farm, Roundham, Crewkerne, TA18 8RR (we or us) to the person buying the services (you).
2 You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the contract) are the entire agreement between us.
3 You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4 A “business day” means any day other than a Saturday, Sunday or Bank Holiday.
5 The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
6 Words imparting the singular number shall include the plural and vice-versa.
7 We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law, regulation or safety requirement, and will notify you if this is necessary.
8 We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
9 All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
10 You must obtain any permissions, consents, licenses or otherwise that we need and must give us with access to any and all relevant information, materials, designs, safety notices, properties and any other matters which we need to provide the Services.
11 If you do not comply with clause 10, we can terminate the Services.
12 We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).
13 The fees (Fees) for the Services are set out in the quotation and are on a time and material basis.
14 In addition to the Fees, we can recover from you
a. reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses,
b. the cost of services provided by third parties and required by us for the performance of the Services, and
c. the cost of any materials required for the provision of the Services.
15 You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to the additional services.
16 The Fees are inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and amendment
17 We can withdraw, cancel or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 30days from the date of the quotation, (unless the quotation has been withdrawn).
18 Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
19 If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
20 If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
21 We will invoice you for payment (or part payment) of the Fees either;
a. When we have completed the Services;
b. When we require deposit to cover larger component purchases; or
c. On the payment schedule set out in the quotation.
22 You must pay the Fees due within 30 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
23 Time for payment shall be of the essence of the Contract
24 For business to business arrangements; without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 8% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
25 For business to business arrangements; all payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
26 If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
27 Receipts for payment will be issued by us only at your request.
28 All payments must be in British Pounds unless otherwise agreed in writing between us.
Sub-Contracting and assignment
29 We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
30 You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
31 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party one months’ written notice.
32 We can terminate the provision of the Services if you;
a. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
b. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
c. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
d. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
e. the other party (being an individual) is the subject of a bankruptcy petition or order;
f. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
g. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
h. any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2(b) to clause 9.2(g) (inclusive);
i. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
j. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
33 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 30 days after being notified in writing to do so.
34 Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 32(b) to clause 32(j), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
Intellectual property rights
35 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
36 We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in conjunction with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and indemnity
37 Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause
38 For business to business arrangements; the total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
39 We are not liable (whether caused by our employees, sub-contractors, agents or otherwise) in conjunction with our provision of the Services or the performance of any of our obligations under these Terms and Conditions or the quotation for;
a. Any unforeseeable loss;
b. Any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
c. Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d. Any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e. Any losses caused arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
40 You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents, sub-contractors or employees.
41 Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
42 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
43 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
44 For business to business arrangements, where Services that require tools, hardware, machinery and equipment supplied by us, our sub-contractors or agents become temporarily or permanently inoperable or irretrievable due to any of the Force Majeure Event outlined above in clause 42 we can seek recompense from you for the loss of earnings on the tools, hardware, machinery and/or equipment at the current rental/hire rates.
45 All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or duly authorised officer of that party).
46 Notices shall be deemed to have been duly given;
a. When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. When sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. On the fifth business day following mailing, if mailed by national ordinary mail; or
d. On the tenth business day following mailing, if mailed by airmail.
47 All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
48 A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
49 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
Law and jurisdiction
50 This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
51 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
52 Where we cannot resolve any complaints using our own complaints procedure, as a Which? Trusted trader we use Dispute Resolution Ombudsman for dispute resolution. In the unlikely event of a complaint arising and you wish to refer the complaint to them please contact 0333 241 3209 or via their website http://www.disputeresolutionombudsman.org/which-trusted-traders-partnership/