1 DEFINITIONS
1.1. the “Agreement” means the quotation or estimate (and the specification referred to in it), your unconditional acceptance together with these Terms & Conditions.
1.2. the “Company” means MODE FIRE & SECURITY LIMITED ( Company Registration Number 10490197) whose main trading address is 8 Howleys Close Riverside Manchester M44 6RY Registered office is at 8 Howleys Close, Riverside, Manchester. M44 RY.
1.3. a “Consumer” means a consumer within the definition contained in Section 12 of the Unfair Contract Terms Act 1977.
1.4. the “Completion Date” in the case of an installation means the date when the original installation of the Fire, Security, CCTV, Access Control, Barrier or any other System has been practically completed by the Company signified by the Company Certificate which shall be conclusive evidence. No minor defect, rectification works or variation order shall have the effect of extending the date of practical completion. In the case of supply only means the date on which the equipment was delivered to the Subscriber.
1.5 the “Contract Period” means the period stated in the Agreement and annually thereafter .
1.6 “ Normal Working Hours” means the hours of 8:30am to 6:30pm Monday to Saturday, Sunday 10:00am to 2:00pm (subject to alterations by the Company) except for Public and National holidays.
1.7 the “Subscriber” means the purchaser of the Fire, Security, CCTV, Access Control, Barrier or any other System as specified in the Quotation or Estimate.
1.8 “System” means any piece or set of equipment, hardware, software, interconnections etc installed as Intruder Alarms, Fire Detection, CCTV, Access Control, Barriers and the like.
1.9 “Monitoring” means that The Company will arrange for the System to be remotely monitored. This includes contracts entered into under the “Pick-a-Point” service.
2 PRICES
All quotations are valid for a period of 30 days otherwise prices are subject to those prevailing on date of delivery. All quotations are based on Normal Working Hours. Prices quoted do not include the costs of civil works, electrical re-wiring, redecoration or any similar works unless specifically included in the Quotation or Estimate.
3 ACCESS
3.1 It is assumed that access to a Subscriber’s premises will be available to the Company’s employees engaged on the installation and for the inspection and testing of the equipment or system at the times agreed between the Subscriber and the Company during Normal Working Hours.
3.2 If the Company’s employees are prevented from completing all such work at the agreed time the Company reserves the right to make a charge for the additional costs involved in subsequent visits.
4 NOTIFICATION OF FAULTS/24 HOUR EMERGENCY SERVICE
4.1 The Subscriber should notify the Company immediately of any fault occurring in the equipment or system and the Company will repair such fault as soon as possible after receiving notification.
4.2 If “Inspection/Report Only” cover applies, the cost of such repairs, replacement
batteries and additional visits must be paid for as a separate item by the Subscriber.
5 THIRD PARTY CHARGES
The Subscriber shall indemnify the Company against any charges raised by the Police, Fire or other appropriate authorities or any third party against the Company as a result of providing the service.
6 ADDITIONAL WORK REQUIRED
6.1 Where the Quotation includes the cost of installation, this has been priced according to the standard procedure of the Company. The cost of any variation in such procedures or additional work required by the Subscriber shall be treated as an increase on the price quoted for which an additional Quotation will be given at the request of the Subscriber.
6.2 In the event of delays arising in the completion of an installation due to stoppages or delays on the part of a contractor or sub-contractor engaged by or on behalf of the Subscriber the Company reserves the right to make an additional charge for the additional time involved unless otherwise agreed in writing with the Subscriber.
6.3 The Company will as part of the installation work make good all holes and refit carpets. Stretching of carpets and re-decoration is not included.
MAINTENANCE CONTRACTS
7.1. For a period of 12 months ( unless otherwise agreed ) from the date of this
Agreement the Company will maintain your System(s) to manufacturer’s specifications and industry standards. Additional charges will be made for work carried out in respect of damage due to fire, storm, tempest, lighting, dampness, radioactivity from any nuclear fuel waste with radioactive, toxic, explosive, or other hazardous properties, accident, misuse, theft, malicious damage or neglect of the System installed or structural alteration to the Subscriber’s premises.
7.2 After the anniversary date of the Agreement continuously and only to be terminated by either party three months after written notice is served unless either party is in material breach of this agreement
7.2.1 “Inspection/Report Only/Part Maintenance” cover will include the specified number of visits per year depending on the type of System installed. This cover will not extend to include the cost of any repairs or recommendations made by the report. Any additional work or variations required by the Subscriber shall be subject to a charge.
7.2.2 ‘Comprehensive Cover’ will include the specified number of visits per year. This cover will extend to include full inspection and where necessary the repair or replacement of items to an equivalent standard free of charge.
7.3 The Company will provide:
7.3.1 A telephone service via our control room. For 24 hours per day every day of the year
7.3.2 Engineers retained and on call for emergency service only.
7.4 The parts listed below are specifically excluded and shall be paid for by the subscriber:
7.4.1. Illuminators and infra red lamps, tubes (both monitors and where appropriate cameras) and video heads.
8 MONITORING
8.1 The Company will undertake to use reasonable endeavours to monitor the System
continually.
8.2 The Company reserves the right to sub-contract the monitoring of intruder and fire
detection systems to specialist Alarm Receiving Centres (ARC) who confirm to (Nicholas has provided the BS/EN numbers that the ARC confirms to) Category II Standards. In such cases the Company will forward all relevant information about your installation to such sub-contractors in order for them to effectively monitor the System.
8.3 In the case of monitored CCTV systems, the Company reserves the right to sub- contract these services to either an ARC (linked to the above 8.2) or alternatively a partnering arrangement with an award winning municipal monitoring station. In either case the Company will keep the client informed of who the sub-contract monitoring organisation is.
8.3 The Company shall use all reasonable endeavours to inspect, approve and manage the services of such specialist organisations. However, the Company shall not be liable for any error or failure on the part of such specialist sub-contractors unless that error or failure is attributable to the Company.
9 ALTERATIONS
It is a condition of this Agreement that the Subscriber shall not alter or move from its original position any part of the equipment that is physically attached to the Subscriber’s premises or any part thereof, nor allow the same to be altered or moved by any other party than the Company.
10 OPERATION
It is a condition of this Agreement that the Subscriber shall at all times operate the equipment with proper care and in accordance with instructions given by the Company from time to time or contained in the equipment manuals. In the case of any doubt in the way the equipment should be operated then the Company will provide telephone support during Normal Hours.
11 PAYMENT
11.1 Unless otherwise stated all payments are due immediately at the invoice date.
11.2 Where credit approval has been given and terms agreed then all invoices are due for payment within 30 days of the invoice date unless otherwise agreed in writing by the Company.
11.3 All invoices will be dated as the date of delivery or the Practical Completion Date
whichever is applicable or as soon thereafter as practicably possible.
11.4 Where the Agreement is made with a Contractor to another party then payment shall
not under any circumstances be contingent upon that Contractor being paid by the
Contractor’s client/customer.
11.5 Where the Company has given written consent to a Contractor to withhold
contractual retentions then those retentions are due immediately upon the due date regardless of the payment situation of the Contractor’s customer/client. Retentions may only be withheld provided that the Company has received written notice of a valid complaint at least 30 days before the due date of that retention.
11.6 If any payments remain outstanding on the dates provided for in 10.1 to 10.4 above then all monies outstanding from that Subscriber/Contractor become immediately payable whether due or not.
11.7 If any payment or part thereof shall be overdue, then interest will be payable thereon at the rate of 4% per annum above Bank of England Base Rate at that date
11.8 The Company shall not be bound to perform any of its obligations hereunder and may forthwith by notice in writing to the Subscriber terminate this Agreement without prejudice its rights to recover any sum due under the Agreement.
12 CHARGES
Where maintenance is applicable those charges or any other recurring charges under the Agreement are based on the costs prevailing at the date of the Agreement. At any time after the expiry of six months from the Completion Date the Company may increase its charges and will give notice to the Subscriber of any such increase. Such notice to be given in accordance with clause 22 of these Terms and Conditions.
13 DELIVERY AND INSTALLATION
13.1 The Company will endeavour to effect delivery and where applicable complete
installation as soon after receipt of an order as is possible but cannot accept responsibility or liability whatsoever for any claim arising in connection with any delay in delivery or installation howsoever such delay arises.
13.2 Time shall not be of the essence under this Agreement for delivery or installation unless specifically agreed in writing by a director or senior manager of the Company.
13.3 Where there is a delay in the provision or connection of a telecommunications network or incidental equipment and the installation cannot be completed for reasons beyond the Company’s control, payment of 90% of the sale/installation charge shall become due and payable.
14 GUARANTEE
14.1 During the period of 12 months following the date of delivery or where applicable the
Completion Date the Company undertakes to repair or replace free of charge any faulty or defective equipment fitted by the Company but only in so far as such fault arises from faulty materials or workmanship.
14.2 Except where the Subscriber is a Consumer no other guarantee, condition or warranty shall be incorporated or implied herein unless specifically agreed in writing by the Company.
14.3 Specifically, but without prejudice to the generality of the foregoing, after the end of the 12 month period mentioned in sub-clause 13.1 where the equipment purchased is normally the subject of a maintenance contract and the Subscriber does not have a current maintenance contract for whatsoever reason then the Company cannot be liable for any claim whatsoever arising from failure of the equipment in any way.
14.4 Where applicable the installation will be deemed to be completed when the Company’s engineer commissions any System for on-line use and issues a completion certificate (“the Completion Certificate”). The Subscriber may not assume that the System is fully operative and protective until receipt of the Completion Certificate.
14.5 The Company will not be liable for any loss or damage arising as a result of variations in the specification or technical data. Any complaint that the equipment delivered or installed does not comply with the estimate must be made in writing to the Company within 3 months from receipt of equipment or the issue of the Completion Certificate where applicable, otherwise no claim will subsist and the equipment will be deemed to be in all respects in compliance with the Agreement. The Company assumes no responsibility for any change in specifications requested by the Subscriber unless such a change is confirmed in writing by the Company. Any price variation resulting from such change will become effective immediately upon acceptance of such change.
14.6 The Company reserves the right to make changes in the design of equipment or add to or improve equipment without incurring any obligation to make such changes, additions or improvements in equipment for which it was already contracted.
14.7 Where the Subscriber is a Consumer nothing in this Agreement shall alter or in any way affect the statutory rights of the Consumer.
15 CANCELLATION
Once the estimate has been accepted by the Subscriber the Order can only be cancelled by agreement with the Company in writing, upon which event a cancellation charge shall be applicable.
16 LIMITS OF LIABILITY
The following provisions set out the entire liability of the Company, its servants or agents, to the Subscriber in respect of any breach of any of its contractual obligations under this Agreement and any representation, statement, tortious act or omission including negligence arising from or in connection with this Agreement. Any such act or omission shall for the purpose of this clause be known as ‘an Event of Default’.
16.1. The Company’s liability to the Subscriber shall not be limited for:
16.1.1 Death or personal injury resulting from its own, or that of its employees, servants or agents, negligence; or
16.1.2 Any breach on the part of the Company of any condition or warranty as to title implied by Sales of Goods Act 1979 or the Supply of Good & Services Act 1982.
16.2. Subject to the provisions of sub-clause 15.1 above the Company’s entire liability in respect of any Event of Default shall be limited to £150,000.00
16.3. Subject to sub-clause 15.1 above the Company shall not be liable to the Subscriber in respect of any Event of Default for the loss of profits, goodwill or any type of special, indirect or consequential loss even if such loss was foreseeable by the Company and/or the Company had been advised of the possibility of the Subscriber incurring the same.
16.4. Nothing in this clause shall confer any right of remedy upon the Subscriber to which it would not otherwise be legally entitled.
17 CONSENTS
Where applicable the Subscriber shall be responsible for obtaining and paying for all consents that may be necessary to install the equipment to the requirement of the Subscriber and the satisfaction of the Company.
18 ELECTRICAL SUPPLY
When requested by the Company the Subscriber shall supply and fit at his own expense a suitable mains point which complies with BS 7671, 17th Edition. If the Subscriber requests the Company to provide the service an additional charge will be made.
19 RIGHT OF ASSIGNMENT
The Company shall be entitled to assign or sub-contract all or any of its rights or duties under this Agreement. The Subscriber shall not assign or sub-contract any of its rights or duties under this Agreement without the prior written consent of the Company (such consent not to be unreasonably withheld).
20 RETENTION OF TITLE
20.1 The System shall be at the Subscriber’s risk once installation in the Subscriber’s premises has commenced.
20.2 Notwithstanding installation of the System the title to the System shall not pass from the Company until:
20.2.1 the Subscriber has paid all sums due to the Company under this Agreement in full;
20.2.2 no other sums whatever shall be due from the Subscriber to the Company.
20.3 Until property in the System passes to the Subscriber
20.3.1 the Subscriber shall hold the System as bailee for the Company;
20.3.2 the Company shall have absolute authority to repossess, sell or otherwise deal with or dispose of all or any part of the System in which property remains with the Company;
20.4 The provisions contained in sub-clauses 19.2 and 19.3 above shall not apply where
the Subscriber deals as a Consumer.
21 FORCE MAJEURE
21.1 Neither party shall be liable for delay in performing or failure to perform their
obligations under this Agreement if the delay or failure results from events or circumstances outside its reasonable control, as in particular (but without prejudice to the generality of the foregoing) by industrial action at its own works, war, insurrection, riot, government action, natural disaster, fire, flood explosion, earthquake or any other unforeseeable circumstances.
21.2 Such delay or failure shall not constitute a breach of this Agreement and the time for performance shall be extended by a period equivalent to that during which performance is so prevented provided that if such delay or failure persists for more than 6 months
22 NOTICES
22.1 Any notice given under this Agreement shall be in writing and may be served:
22.1.1 personally;
22.1.2 by registered or recorded delivery mail;
22.1.3 by fax confirmed by post; or
22.1.4 by electronic mail
22.2 The Company’s address for service is 8 Howleys Close Riverside Manchester M44 6RY
22.3 A notice shall be deemed to have been served:
22.3.1 if it was served in person, at the time of service;
22.3.2 if it was served by post, 48 hours after it was posted; and
22.3.3 if it was served by fax, at the time of transmission.
23 WAIVER
The failure by either party to enforce at any time or for any period any one or more of the terms and conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.
24 VARIATION
24.1 No terms, additions or variations other than those embodied in this Agreement shall
be binding upon the Company unless accepted by the Company in writing. Any terms or conditions contained in a Subscriber’s order shall only be binding upon the Company in so far as they are not inconsistent with these conditions.
24.2 Except where the Subscriber is a Consumer no representations other than those embodied in this Agreement shall be binding upon the Company unless accepted by the Company in writing.
24.3 No provision of this Agreement shall operate so as to exclude any liability of one of the parties in respect of a fraudulent misrepresentation made by that party to the other or to restrict or exclude any remedy which the other party may have in respect of such misrepresentation.
25 LAW
This Agreement shall be governed by the law of England and Wales.
