In this document the following words shall have the following meaning: 1.1 'Agreement' means a legally binding contract between the parties arising pursuant to acceptance of an offer made in relation to a quotation.
1.2 'Customer' means the organisation or person who enters into an agreement to purchase materials and lor the provision of labour and other services from White Knight Maintenance Limited.
1.3 'Fixed price work' means work undertaken by White Knight Maintenance Limited for the Customer in consideration of payment of a price provided for a proposed cost estimate.
1.4 'Hourly rate work' means work undertaken by White Knight Maintenance Limited for the customer in consideration of payment of a price calculated in a basis linked to the amount of time spent by the Operative in carrying out the work (charged in accordance with White Knight Maintenance Limited standard practices and current hourly rates, combined with the charge for materials supplied by White Knight Maintenance Ltd Limited.
1.5 'White Knight Maintenance Ltd' means White Knight Maintenance Limited (Company registration number: 07862786) and whose registered office is Unit 23A, Oakwood trade Park, North Shields, Tyne and Wear. NE29 8SF.
1.6 'Operative' means the representative member of its staff or sub contractor appointed by White Knight Maintenance Limited to undertake the work.
1.7 'Quotation' means a written or verbal statement which forms the basis upon which the proposed work is to be undertaken.
2.1 The terms and conditions shall apply to and be automatically incorporated into all agreements for the provision of labour, materials and other services from White Knight Maintenance Limited to the 'customer'.2.2 Before the supply of labour/materials or other services, White Knight Maintenance Limited shall submit a quotation to the customer in relation to fixed price work or in relation to hourly rate work. The customer shall notify White Knight Maintenance Limited immediately if the customer does not agree with any of the contents or costs within the quotation. Subsequently, the quotation shall be incorporated into any agreement between the parties.2.3 White Knight Maintenance Limited shall use all reasonable endeavours to supply the materials and/or perform the labour and other services within such time frames as may be estimated or within a reasonable timescale if none is specified. But time will not be of the essence in any supply of materials and/or the performance of labour and other services by White Knight Maintenance Limited under any Agreement with the Customer.
3.1 Any Quotation provided by White Knight Maintenance Limited constitutes an invitation to the Customer to make an offer to White Knight Maintenance Limited to enter into an Agreement with the Customer on the terms set out in such Quotation. The Quotation however is subject to alteration or withdrawal at any time by White Knight Maintenance Limited without notice to the Customer.3.2 Quotations shall automatically expire 3 calendar months after the issue date of the Quotation unless a written agreement is in place.3.3 White Knight Maintenance limited shall be entitled to add to the price stated in the Quotation in respect of any reasonable increased cost, or subsequently arising cost, of materials and/or labour and other services, statutory charge, import levy, tariff or tax which is chargeable in respect of materials and/or labour and other services on the day of supply which was not envisaged as at the date of the quotation. 3.4 Any Quotation containing reference to a provisional sum, in respect of any materials to be supplied and/or labour and other services to be provided, is subject to unilateral variation by White Knight Maintenance Limited if the materials and/or labour and other services actually supplied differ from the sum allowed for as set out in the Quotation.3.5 White Knight Maintenance Limited reserves the right to additionally charge for the collection of materials where this is outside the Operative's standard working practice as set out by White Knight Maintenance Limited. This additional charge will be in accord with White Knight Maintenance Limited hourly work rates where time will be kept to a minimum and at a reasonable level.
4. Price and Payment
4.1 The price for the supply of materials and/or provision of labour and other services shall be as set out in the Quotation unless occurrences as above in section 3. 4.2 White Knight Maintenance Limited shall invoice the Customer in accordance with any invoicing schedule as detailed in the Quotation.4.3 Payment is due when the work is carried out, unless the customer is an account customer previously cleared through our accounts department. These account invoices are due for payment 30 Days from the date of works completion which will be the date of invoice. Any invoice outstanding beyond this period will be referred to our solicitors and will be subject to a surcharge of 15% plus VAT to cover the collection costs incurred. This surcharge together with all other charges and legal fees incurred will be the responsibility of the customer and will be legally enforceable. Our rates will be agreed with the customer prior to the work being carried out. 4.4 White Knight Maintenance Limited shall be entitled to charge interest on overdue invoices from the payment due date until the invoice is paid at such a rate and manner as set out in the relevant late payment of commercial debts legislation. 4.5 In the event that the Customer's procedures require an invoice to be submitted against a purchase order then the Customer shall be responsible for issuing the purchase order. No materials and/or labour and other services will be supplied without a purchase order.4.6 Unless stated otherwise, the price is exclusive of VAT which shall be required to be applied at the appropriate rate to the materials supplied and/or labour and other services provided by White Knight Maintenance Limited.
5. Materials Specification
5.1 All materials shall be required to conform to any such specifications detailed on the Quotation.
5.2 No description, specification or illustration contained in any product literature, or any representation, written or oral statement and correspondence shall form part of the Agreement. Exception may be with a written agreement from both parties.
6.1 Any proposed date for delivery of materials and/or performance of the labour and other services as specified by White Knight Maintenance Limited is only an estimate. 6.2 White Knight Maintenance Limited shall not be liable for any loss, costs, damages, charges or expenses caused by any delay, directly or indirectly, in the delivery of materials and/or the performance of labour and other services provided.
6.3 All risk in the materials shall pass directly to the Customer upon delivery.
Title in any materials shall not pass to the Customer until payment has been received in full by White Knight Maintenance Limited for those materials.
8.1 In order for White Knight Maintenance Ltd and their Operatives to meet their obligations under the Agreement between parties, the Customer is required to: 8.1.1 Fully cooperate with White Knight Maintenance Limited and their Operatives in the performance of the Agreement. This would include, without limitation, not cancelling and being available to meet with White Knight Maintenance Limited and/or their Operatives upon the scheduled date and appointment time for the work.8.1.2 Provide swiftly any and all information reasonably requested or required to be known by White Knight Maintenance Limited in relation to the work being undertaken. 8.1.3 Obtain all necessary permissions and consents which may be Demobilisation and other costs incurred Wasted expenditure incurred in respect of materials and/or labour and other services.
9.1 If the Customer unilaterally cancels an Agreement without prior consent from White Knight Maintenance Limited, the Customer shall indemnify, unless agreed in writing, White Knight Maintenance Limited against all loss, damage, claims or actions arising out of such cancellation and would include, without limitation, such loss of profit as would have been earned save for such cancellation. Cancellation is without prejudice to White Knight Maintenance Ltd's right to the cancellation charges pursuant to sections 9.2, 9.3 and/or to payment in accord with section 4.9.2 If the Customer wishes to cancel an appointment for a visit by an Operative of White Knight Maintenance Limited in relation to Hourly Paid Work then the Customer will incur a cancellation fee equivalent to White Knight Maintenance Limited's standard callout charge.9.3 If the Customer wishes to cancel any Fixed Price Work then the Customer will be liable for the following charges:Contribution to the administrative costs Demobilisation and other costs incurred Wasted expenditure incurred in respect of materials and/or labour and other services.
10. Alterations to the Agreement
10.1 White Knight Maintenance Limited, acting via their Operative in appropriate circumstances, may at any time unilaterally refuse or decline work in reasonable circumstances or specify reasonably necessary alterations to an Agreement caused by extemal circumstances arising prior to completion of an Agreement.
10.2 The Customer may at any time request alterations to an Agreement by notice in writing to White Knight Maintenance Limited.
10.3 The parties concerned may at any time mutually agree upon alterations to an Agreement.
10.4 It is intended that any alterations to an Agreement shall be documented and set out in a revised quotation. This will be prepared by White Knight Maintenance Limited and shall reflect any change in materials and/or labour and other services along with any consequentially amended price and new or varied terms. The intention shall be without prejudice to White Knight Maintenance Limited's right to charge for work upon a reasonable basis (i.e. quantum meruit).
11. Warranty and Guarantee
11.1 White Knight Maintenance Limited warrants that the services performed under Agreement shall be performed with reasonable skill and care in accordance with generally accepted industry standards and practices.11.2 If, after the completion of works, the Customer is not wholly satisfied then the Customer shall give notice in writing within 12 months to White Knight Maintenance Limited. The Customer shall afford White Knight Maintenance Limited and/or its insurers the opportunity of both inspecting such works and carrying out any remedial works deemed necessary. The Customer accepts that failure to notify White KnightMaintenance Ltd within the time period will result in no liability in respect of defects in the work carried out resting upon White Knight Maintenance Limited.11.3 White Knight Maintenance Limited's guarantee shall be for labour only in respect of faulty workmanship for a period of 12 months from the date of completion. Reasonable assistance will be provided with claims under any manufacturer's warranty currently in force.11.4 White Knight Maintenance Limited's guarantee will be null and void if work undertaken is found to be:11.4.1 Subject to misuse or negligence.1 1.4.2 Repaired, modified or tampered with by anyone other than White Knight Maintenance Limited or their Operatives.1 1.5 White Knight Maintenance Limited accepts no liability arising from, or guarantees the suitability of, materials supplied by the Customer.1 1.6 White Knight Maintenance Limited will not guarantee any work in respect of blockages in waste and drainage systems and shall not be liable for any fracture found in pipes and drains attended upon whether caused by frozen water or otherwise.1 1.7 White Knight Maintenance Limited will not guarantee any work undertaken on instruction from the Customer and against the verbal or written advice of White Knight Maintenance Limited or their Operatives.11.8 Work is guaranteed only in respect of that which is undertaken directly by White Knight Maintenance Limited and after payment in full has been received from the Customer.1 1.9 White Knight Maintenance Limited shall not be held liable or responsible for any damage or defect resulting from work which is not guaranteed or where recommended work has not been carried out. Work will not carry a guarantee where the Customer has been notified by White Knight Maintenance Ltd or their Operative verbally or in writing of any other related work requiring attention.1 1.10 The Customer shall be solely liable for any hazardous situation in respect of Gas Safe Regulations or where a Gas Warning Notice has been issued. 1 1.11 Where White Knight Maintenance Limited agrees to carry out work on building fabric or installations of inferior quality, or those over 10 years old at the date of the work no warranty will be given and no liability accepted in respect of the effectiveness or otherwise of such work.11.12 Operatives operate under the Gas Safe Registration of White Knight Maintenance Limited and as such are fully insured to carry out all gas related work.
The Customer shall indemnify White Knight Maintenance Limited against all claims, costs and expenses which White Knight Maintenance Limited may incur and which arise, directly or indirectly, from the Customers breach of any of its obligations under the Agreement or which relate to any third party claims involving the Customer.
13. Limitation of Liability
13.1 Except as is referred to in paragraph 13.3, the maximum liability of White Knight Maintenance Limited to the Customer in respect of any claim whatsoever, whether for breach of the Agreement or othemise, and whether or not arising out of negligence, shall be limited to the price payable by the Customer under the Agreement between the parties.13.2 White Knight Maintenance Limited will not be liable to the customer for any loss of business, loss of opportunity, loss of profits or for any other direct or consequential loss or damage whatsoever. This limitation shall apply even where such a loss was reasonably foreseeable or White Knight Maintenance Limited had been made aware of the possibility of the Customer incurring such a loss.
13.3 Nothing in these terms and conditions shall exclude or limit White Knight Maintenance Limited's liability for death or personal injury resulting from White Knight Maintenance Limited's negligence or that of its Operatives, subcontractors, agents or employees.
Either party may terminate the Agreement forthwith by written notice to the other party if:14.1 The other party commits a material breach of the Agreement and, in the case of a breach capable of being remedied, fails to remedy the breach within ONECALENDAR MONTH of being given written notice from the other party to do so. 14.2 The other party commits a material breach of the Agreement which cannot be remedied.
15. Circumstances Outside The Parties' Control (Force Majeure)
Neither party shall be liable to the other for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to:
Acts of God, strikes, lock outs, accidents, war, fire, flood, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of materials, equipment or services.
The relevant party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
16. Independent Contractors
White Knight Maintenance Limited and the Customer are independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise agreed to in writing by both parties.
The failure by either party to enforce at any time or for any period any one or more of the provisions of any Agreement between them shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of their Agreement.
Any notification as shall be given by either party to the other may be given by:Email PersonTelephone conversation or recorded voicemailFax (facsimile)Personal service of a physical noticePost of a physical noticeIn each case notice shall be given to the appropriate contact details of the other party as stated in the Quotation, or such other appropriate contact details as such party may from time to time have communicated to the other in writing.This will be in subject, in each case, to any notification given outside of White Knight Maintenance Limited's normal office hours of between 7.30am and 5pm on normal banking working days in England — being deemed given no earlier than at the commencement of White Knight Maintenance Limited's next occurring normal office hours; shall,19.1 If sent via email, be treated as received at the time and upon the day it was given or deemed given unless the sender receives a contrary notification.19.2 If sent via fax (facsimile) be treated as received at the time and upon the day it was given or deemed given provided an error free transmission report has been received.19.3 If via personal, telephone conversation or recorded voicemail, be treated as received at the time and upon the day it was given or deemed given.19.4 If given by personal service of a physical notice, be treated as received at the time and upon the day at which the physical notice was actually given by delivery or deemed given.19.5 If sent by post, be treated as received at such time as the post will have been delivered in the ordinary course of post based upon the time it was given or deemed given.
20. Entire Agreement
The Agreement shall contain the entire agreement between the parties relating to its subject matter and shall supersede any previous discussions, negotiations, agreements, arrangements, undertakings or proposals, written or oral.
21. No Third Parties
The Agreement shall not create any rights which are enforceable by anyone other than the parties to the Agreement.
22. Governing Law and Jurisdiction
The Agreement shall be governed by and construed in accordance with the law of England and the parties submit to the non-exclusive jurisdiction of the English Courts.