COMMERCIAL SERVICES TERMS AND CONDITIONS
Application and entire agreement
- These Terms and Conditions apply to the provision of the services detailed in our quotation (Goods and Services) by The Altitude Centre International Limited a company registered in England and Wales under number 12055731 whose registered office is at Dombey Court The Pilgrim Centre, Brickhill Drive, Bedford, Bedfordshire, England, MK41 7PZ
(we or us) to the person buying the services (you).
- You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Goods and Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
- 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.
- A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
- The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
- Words imparting the singular number shall include the plural and vice-versa.
- The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
- We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
- We will not partake in any building works, heavy lifting and positioning of equipment.
- 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 or safety requirement, and we will notify you if this is necessary.
- 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.
- All of these Terms and Conditions apply to the supply of any Goods as well as Services unless we specify otherwise.
- You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
- Your must ensure all Mechanical and Electrical provisions as described in the document “M E Requirements The Altitude Centre – Hypoxic Chamber V3 (or later versions) are adhered to in order for us to provide the Services.
- If you do not comply with clauses 13-14, we can terminate the Services.
- 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).
- Unless credit terms have been agreed, we will invoice you for payment of the Fees as follows:
- 50% (fifty percent) at the time of order.
- 40% (forty percent) at the time of delivery.
- 10% (ten percent) upon commissioning.
- You must pay the Fees due within 30 day of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
- You must make payment even if delivery has not have taken place and / or that the title in the Goods has not passed to you.
- If you do not pay within the period set out above, we will suspend any further deliveries and services to you and without limiting any of our other rights or remedies we will exercise our statutory right to claim interest (at 8% over the Bank of England base rate) and compensation for debt recovery costs under the Late Payment legislation, because we were not paid according to our agreed credit terms.
- Time for payment will be of the essence of the Contract between us and you.
- 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.
- Receipts for payment will be issued by us only at your request.
- All payments must be made in British Pounds unless otherwise agreed in writing between us.
- If we are required by the Client to attend site in addition to what has previously been quoted (one pre installation visit and subsequent five days installation time) we will charge in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us.
- If the scope or nature of the project changes, you must pay us for any additional Goods and Services provided by us that are not specified in the quotation in accordance with our then current, applicable daily rate in effect at the time of performance or such other rate as may be agreed between us.
- The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and amendment
- 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 30 days from the date of the quotation, (unless the quotation has been withdrawn).
- Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
- If you want to amend any details of the Goods and 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.
- 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 Goods or Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.
- Delivery is DDU which means Delivered Duty Unpaid.
- Client is responsible for any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
- We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing.
- If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.
- Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 6 pm.
- If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
- store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or
- make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
- after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
- If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
- Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
- We can deliver the Goods by instalments if it is in the interest of both parties to do so. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.
Inspection and acceptance of Goods
- You must inspect the Goods on delivery or collection.
- If you identify any damages or shortages, you must inform us in writing within 10 days of delivery, providing details.
- Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
- Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
- We will be under no liability or further obligation in relation to the Goods if:
- if you fail to provide notice as set above; and/or
- you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
- the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
- the defect arises from normal wear and tear of the Goods; and/or
- the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
- You bear the risk and cost of returning the Goods.
- Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 1 day after delivery.
Risk and title
- The risk in the Goods will pass to you on completion of delivery.
- Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.
- Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
- As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
Sub-Contracting and assignment
- 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.
- 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.
- We can terminate the provision of the Goods and Services immediately if you:
- commit a material breach of your obligations under these Terms and Conditions; or
- fail to make pay any amount due under the Contract on the due date for payment; or
- are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
- enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
- convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
- We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection 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.
- We are only bound by the warranties set out in this clause 36-49 when you have completed and returned, and we have actually received, a warranty claims form. No credits for parts or labour allowances will be considered in the interim.
- We are only bound by the warranties set out in this clause 36-49 and will only provide a warranty claims form when you have paid for the Goods in full by the date of due payment.
- Where you request a warranty replacement in respect of any Goods or parts, we and/or the manufacturer shall be entitled to investigate the alleged problem. If we discover that the fault or damage to the Goods identified is attributable to your own breach of obligations under the warranty, negligence or neglect (including your design):
- the warranty shall be voided; and
- If we have attended on site in the event of a breakdown, you shall be liable for all of our travelling expenses and labour costs.
- If we and/or our agent determine that the Goods are of a satisfactory quality and fit for purpose and you disagree, you may at your own cost appoint an independent expert to provide a report. In such circumstances, we reserve the right to put questions to your expert and, whilst we shall not be bound by your expert’s findings, we shall give due consideration to it.
- Subject to the additional conditions set out below, we warrant that Goods will be of a satisfactory quality at the time of delivery and will be free from defects in material and workmanship for a period of 24 months from the date of installation or 30 months from the date of delivery whichever is the shorter period.
- Our standard warranty period prescribed in clause 42 does not apply to the Air Compressor which is covered by a one year warranty from the date of delivery:
- Items supplied as spare parts are covered only by a 90 day warranty period from date of delivery.
- The Warranty is only valid provided that the Goods are installed by a dealer or installer authorised by us and they are thereafter maintained in accordance with the manufacturers instructions by an authorised dealer or installer of ours.
- The Warranty does not apply to unapproved combinations or non-matched equipment. In such a case, only the standard 12 months warranty will apply from date of delivery.
- Upon our reasonable request, following any claim made by you under the Warranty, you shall provide us within 7 days of our request with satisfactory written evidence of regular maintenance.
- We will not issue credits for parts or labour allowances until you have completed and returned our warranty forms (we will provide you with such forms upon full payment of the invoice).
- If we are required to attend on site in the event of a breakdown we are entitled to charge travel expenses and labour costs.
Liability and indemnity
- Please read the exclusion clauses below carefully
- 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.
- Subject to the clauses above on Inspection and Acceptance, Risk and Title and Warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
- If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
- Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
- We will not be liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Goods and Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
- any indirect, special or consequential loss, damage, costs, or expenses; and/or
- 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; and/or
- any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
- any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
- any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
- The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
- 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 or employees.
- 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.
- You fully indemnify us against any claim made by a third party against us arising out of the sale and/or supply and/or installation, maintenance and continued use of the Goods.
- If the Goods are not manufactured by us, then our liability, in respect of any defect in workmanship or materials of the Goods, will be limited to such rights against the manufacturer as we may have in respect of those Goods.
- Subject as expressly provided in these Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
- We shall be under no liability in respect of any defect in the Goods arising from any faulty drawing, design or specification supplied by you or for defects caused by faulty design or installation of support systems installed by third parties.
- We shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow our instructions or instructions provided with the Goods by the manufacturer, misuse or alteration or repair of the Goods by anyone other than one of our authorised installers.
- We shall be under no liability under the Extended Warranty if the total price for the Goods has not been paid by the due date for payment and for this purpose time for payment shall be of the essence.
- Where any valid claim in respect of any Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to us in accordance with these Conditions, we shall be entitled to replace the Goods (or the part in question) free of charge or at our sole discretion, refund to you the price of the Goods (or a proportionate part of the price) but we shall have no further liability to you.
- We shall not be liable to you by reason of any representation or any implied warranty, condition or other term or any duty at common law or under the express terms of the Contract for any direct or natural losses nor any consequential loss or damage (including but not limited to loss of profits) costs, expenses or other claims for consequential compensation whatsoever (and whether caused by our negligence or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by you except as expressly provided in these conditions.
- We are not liable for any damage to third party property as a result of water or oil damage through leaks or condensation.
- When supplying the Goods and Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
- The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
- For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
- The Seller shall only Process Personal Data to the extent reasonably required to enable it to provide the Goods as mentioned in these terms and conditions or as requested by and agreed with the Buyer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
- The Seller shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict “need-to-know” basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
- The Seller shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller on behalf of the Buyer. Further information about the Seller’s approach to data protection are specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can contact our Data Protection Officer at the following e-mail address: [email protected].
Circumstances beyond a party’s control
- Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.
- All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
- Notices shall be deemed to have been duly given:
- when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
- when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
- on the fifth business day following mailing, if mailed by national ordinary mail; or
- on the tenth business day following mailing, if mailed by airmail.
- 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.
- No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
- If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
- This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.