These Service and Maintenance terms and conditions shall form part of Glass aftercare Limited’s (Glass aftercare) Quotation Letter and/or Request for a Purchase Order and shall apply to all service and maintenance works carried out by Glass aftercare for the Customer. Any terms and conditions incorporated or referred to in the Customer’s purchase order shall not apply to any Services carried out by Glass aftercare.
1 Formation of Contract
1.1No agreement shall come into existence until one of the following is completed
1.1.1 Glass aftercare issues a Quotation Letter, and the Customer accepts the Quotation Letter and Glass aftercare accepts in writing the Customer’s purchase order for the Services; or
1.1.2 Glass aftercare issues a Quotation Letter, the Customer requests an amendment of the Quotation Letter and Glass aftercare issues a further Quotation Letter, the Customer accepts the amended Quotation Letter and Glass aftercare accepts in writing the Customer’s purchase order for the Services; or
1.1.3 Glass aftercare issues a Request for a Purchase Order, And the Customer responds with a purchase order and Glass aftercare accepts in writing the Customer’s purchase order for the Services.
1.2 If the Customer is required to provide bank or trade references, no agreement shall come into existence unless those references are provided and approved by Glass aftercare.
1.3 Where a credit account has not been approved, Glass aftercare may impose other payment terms.
1.4 No variation to this agreement shall be effective unless written and signed by Glass aftercare and the Customer (together known as the Parties).
2.Duration of the Agreement
2.1 This agreement shall continue in force for the Initial Period of Service (as set out in the Quotation Letter) and thereafter unless Clause 8 applies.
3. Glass aftercare’s Obligations
3.1 If the Customer reports A Service call out for a defect or malfunction of the products covered by this agreement (the Equipment as stated in the customers asset register at the time of quotation) Glass aftercare shall:
3.1.1 Ensure a duly qualified engineer attends the site of the Equipment in accordance with the relevant time frame within the agreed level of service and maintenance attendance.
3.1.2 Carry out the required service works (the Services) in accordance with the agreed level of service and maintenance set out in the Quotation Letter and/or Request for a Purchase Order.
3.1.3 Supply the spare parts and replacement components required to maintain the Equipment in good working order subject to (if appropriate) the Customer paying for the same in accordance with this agreement which shall be in addition to the price paid for the Services.
3.1.4 Carry out the Maintenance Services during its normal working time which shall be Monday to Friday between the hours of 08:00 and 16:30.
3.2 With regard to Glass aftercare’s obligations under Clause 3.1 the following provisions shall apply:
3.2.1 In calculating the period of time within which Glass aftercare attends the site of the Equipment, non-working days shall be disregarded.
3.2.2 Unless otherwise agreed for the purposes only of calculating the period of time within which Glass aftercare’s representatives attends the site of the Equipment, if the Customer reports a defect or malfunction of the Equipment outside of Glass aftercare’s normal working hours, the report shall be deemed to have been made at the beginning of the normal working hours on the next working day.
3.3 Unless otherwise agreed, all spare parts and/or replacement components supplied by Glass aftercare in the provision of the Services shall become part of the Equipment and any parts and/or components removed from such Equipment will be safely disposed of by Glass aftercare unless the Customer requests otherwise.
3.4 If, in the reasonable opinion of Glass aftercare’s maintenance staff, it is necessary for the Services to be carried out at Glass aftercare’s workshop rather than at the site of the Equipment, Glass aftercare shall inform the Customer of that fact and if applicable submit a written estimate for performing the necessary repair.
3.5 Unless the Customer decides to replace the Equipment at its own cost, if the Customer does not accept the estimate within 30 days of the date of the estimate, Glass aftercare may terminate this agreement in accordance with Clause 8.3.3.
3.6 Unless otherwise agreed the allocated number of Service visits to the site of the Equipment under the agreed level of service and maintenance shall not be carried over to the following year of the agreement.
4. Scope of the Services
4.1 The Services to be provided under this agreement shall not apply to any design defect in the Equipment.
4.2 The Service to be provided under this agreement shall not apply to any defect or malfunction which is due to faulty materials or workmanship in manufacture which has arisen as a result of:
4.2.1 Electrical work external to the Equipment not performed by Glass aftercare.
4.2.2 Any error or omission relating to the operation of the Equipment (save where such operation is in accordance with the instructions of the supplier and/or manufacturer of the Equipment and/or Glass aftercare).
4.2.3 Any modification, adjustment or repair to the Equipment made by a third party without the written consent of Glass aftercare.
4.2.4 The subjection of the Equipment by the Customer to unusual physical or electrical stress, the neglect or misuse of the Equipment or any failure or fluctuation of electrical power or other environmental controls (save where any of the aforementioned is as a result of the acts and/or omissions of Glass aftercare).
4.2.5 Any material breach, non-observance or non-performance by the Customer of its obligations under Clause 5.
4.3 If upon investigation Glass aftercare reasonably determines that any defect and/or malfunction of the Equipment is the result of any of the matters referred to in Clauses 4.1 and 4.2 the Customer shall be liable for all such direct and reasonable costs incurred by Glass aftercare in relation to the investigation of the same and the process for determining its cause.
4.4 If in the opinion of Glass aftercare any part(s) of the Equipment can no longer be maintained in good working order by the provision of replacement parts or the whole of the Equipment is damaged beyond economic repair otherwise than through the fault of Glass aftercare Clause
5. Customer’s Obligations
5.1 The Customer shall:
5.1.1 keep the Equipment and operate it in accordance with the recommendations and instructions given in writing by Glass aftercare or the manufacturer and/or supplier of the Equipment including regular maintenance and safety checks as specified in suppliers Operation and Maintenance Manual.
5.1.2 Unless agreed otherwise not allow any person other than Glass aftercare’s representatives to adjust, maintain, repair, replace or remove the Equipment or any part of it.
5.1.3 At all times keep the Equipment in the environmental conditions recommended by the manufacturer and/or supplier of the Equipment and/or Glass aftercare.
5.1.4 Co-operate with the reasonable requirements of Glass aftercare and its engineers, employees or representatives.
5.1.5 Ensure that Glass aftercare’s engineers, employees or representatives have full and free access to the Equipment and to any records in relation to its use kept by the Customer.
5.1.6 Take all such steps as may be necessary to ensure the safety of any of Glass aftercare’s representatives who visit the site of the Equipment.
5.1.7 Ensure the use of the Equipment complies with all relevant statutory and other legal requirements.
5.1.8 During the provision of the Services provide a 240V continuous power supply to within 15 meters of the site of the Equipment.
6.1 The charge for the Services provided shall be set out in the Quotation Letter.
6.2 All sums payable by the Customer under this agreement shall be due thirty (30) days after the date of the invoice, unless specific terms have been agreed.
6.3Where replacement parts and/or engineer time and/or travelling costs and/or minimum call out charges are specified in the Quotation Letter or the Request for a Purchase Order as “not included” the Customer shall pay for the same as follows:
6.3.1 In the case of replacement parts, the cost shall be at Glass aftercare’s list price at the date when the part is supplied; In the event that the Customer cancels any order for replacement parts whether specified in the Quotation Letter or the Request for a Purchase Order or otherwise the Customer shall remain liable to pay Glass aftercare the full cost of the replacement parts so ordered within 14 days of any such cancellation
6.3.2 Glass aftercare engineer’s time and travelling costs shall be at a rate per hour set out in the Quotation Letter save that where a scheduled Service visit is specified as included in the Quotation Letter or the Request for a Purchase Order no charge shall be made in respect of the travelling time and working time attributable to the Services.
6.3.2 A minimum call out charge shall be calculated at the rate set out in the Quotation Letter or the Request for a Purchase Order.
6.4 The charge for the Services provided under this agreement may be revised by Glass aftercare on each anniversary of this agreement provided that details of such proposed revisions shall be provided in writing to the Customer not less than one (1) months before the end of any year during which this agreement remains in force. The proposed revised charge shall become payable on such anniversary unless the Customer terminates this agreement in accordance with Clause 8.
6.5 The applicable rates for Glass aftercare engineer’s as set out in the Quotation Letter or the Request for a Purchase Order may be revised by Glass aftercare giving not less than three (3) months’ notice in writing.
6.6 If the Customer fails to make any payment due under this agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount. The Customer shall pay the interest together with the overdue amount.
7. Warranties, Liability and Indemnity
7.1 Glass aftercare warrants that it will use reasonable skill and care in carrying out the Services.
7.2 Except in the case of death or personal injury caused by Glass aftercare, Glass aftercare’s total liability for all claims howsoever arising under this agreement shall not exceed the amount of the Customer’s purchase order for the Services.
7.3 The Parties acknowledge that, in entering into this agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided for in the Quotation Letter or the Request for a Purchase Order or these terms and conditions.
8. Termination The Customer
8.1 The Customer may terminate this agreement after the Initial Period of Service by giving not less than two (2) months written notice expiring at the end of the Initial Period of Service or any anniversary of the expiry of that period.
8.2 If the Customer terminates this agreement pursuant to the above clause, then the Customer may be liable to pay any direct costs and reasonable losses incurred by Glass aftercare as a result of the termination.
8.3 Glass aftercare may terminate this agreement by giving written notice to the Customer:
8.3.1 If any sums payable under this agreement are not paid on the due date and Glass aftercare notifies the Customer in writing of the same following which the Customer has failed to pay such sum within five (5) working days of the date of Glass aftercare’s written request that it do so.
8.3.2 Of not less than two (2) months expiring at the end of the Initial Period of Service or any anniversary of the expiry of that period.
8.3.2 Of not less than thirty (30) days after the date of the estimate if the Customer fails to approve the estimate referred to in Clause 3.5.
8.4 Either Party may terminate this agreement by giving not less than 14 (fourteen) days written notice in the event that:
8.4.1 The Equipment can no longer be maintained in good working order by the provision of replacement parts or the whole of the Equipment is damaged beyond economic repair as referred to in Clause 4.4.
8.4.2 The other Party commits any continuing or material breach of the provisions of this agreement and in the case of a breach that is capable of remedy fails to remedy the same within thirty (30) days after receipt of a written notice specifying the breach and requiring it to be remedied.
8.4.3 The other Party goes into liquidation (save for the purposes of a solvent amalgamation or reconstruction) or is deemed unable to pay its debts within the meaning of section 123(1) Insolvency Act 1986 (as amended by subsequent legislation).
8.4.4 The other Party makes a voluntary arrangement with its creditors or becomes the subject of an administration order or winding up petition for the same.
8.4.5 The other Party ceases to carry on business.
9. Dispute Resolution
9.1 In the event of any dispute or difference arising under or out of the operation of this agreement the Parties shall use their best efforts to amicably resolve any dispute or difference.
9.2 Any adjudication shall be carried out pursuant to ‘Part 1 of the Schedule to The Scheme for Construction Contracts (England and Wales) Regulations 1998’. The Adjudicator shall be nominated at the request of either party pursuant to the Royal Institute of Chartered Surveyors
10. Further Provisions
10.1 Subject to the following sentence, the Parties may not assign, or otherwise transfer any or all its rights and obligations under this agreement without prior written agreement of the other Party. The Parties may, however, assign and transfer all its rights and obligations under this agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this agreement.
The Quotation Letter, the Request for a Purchase Order, these terms and conditions and any other document containing particular terms and conditions shall constitute the entire agreement between the Parties and supersede any previous agreements by the Parties in respect of the Services.
11. Jurisdiction and Law
11.1 These terms and conditions shall be governed by and construed by English law and shall be subject to the exclusive jurisdiction of the English courts.