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1. BASIS OF CONTRACT
1.1 The Order constitutes an offer by the Purchaser to purchase the Services in accordance with these Terms.
1.2 Unless otherwise agreed in writing between the parties, the Supplier shall be deemed to have agreed to comply with these Terms on:
1.2.1 written acceptance of an Order by the Supplier (notwithstanding any conditions attached to such offer or acceptance or any purported incorporation of terms other than these Terms);
1.2.2 any act by the Supplier consistent with fulfilling an Order; or
1.2.3 the performance of any Services by or on behalf of the Supplier,
at which point the Contract shall come into existence.
1.3 If any future contract is made with the Supplier without reference to these Terms, such contract shall be deemed to be subject to these Terms.
1.4 No variation of the Order or these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
2. SUPPLY OF SERVICES
2.1 The quantity, quality and description of the Services shall be as specified in the Order.
2.2 The Supplier warrants to the Purchaser that it is fully qualified and equipped to perform its obligations under the Contract and warrants to the Purchaser that the Services will:
2.2.1 be performed in accordance with Good Industry Practice;
2.2.2 correspond with the Order;
2.2.3 be performed by appropriately qualified and trained personnel, with due care and diligence and to such standards of quality as it is reasonable for the Purchaser to expect in all the circumstances; and
2.2.4 comply with all Applicable Laws.
2.3 the terms of these Terms and the provisions of the Contracts (Rights of Third Parties) Act 1999.
3.1 The Price, unless otherwise agreed in writing between the parties, shall be:
3.1.2 exclusive of any applicable VAT (which shall be payable by the Purchaser subject to receipt of a VAT invoice); and
3.1.3 the sums payable after the deduction of any sales rebates or discounts due to be payable to the Purchaser.
4.1 Unless otherwise stated in the Order, the Supplier may only invoice the Purchaser on or after performance of the Services. Invoices will not be accepted unless they adequately identify the Services fulfilled. Invoices shall be issued in the name of the Purchaser or such other entity as the Purchaser may require and sent to the Purchaser's address specified in the Order or such other address as the Purchaser may require.
4.2 Unless otherwise stated in the Order, the Purchaser shall pay the Price within thirty (30) days of receipt of invoice by the Purchaser of a proper invoice or, if later, after acceptance of the Services in question by the Purchaser.
4.3 The Purchaser may set off against the Price any sums owed to the Purchaser and/or any company in the Purchaser Group by the Supplier.
5.1 Nothing in these Terms shall exclude or limit the liability of any party for:
5.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
5.1.2 fraud or fraudulent misrepresentation or wilful default; and
5.1.3 any matter in respect of which it would be unlawful to exclude or restrict liability.
5.2 Neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
5.2.1 any loss of profit, loss of revenue, loss of goodwill or loss of anticipated savings (whether direct or indirect); or
5.2.2 any loss that is an indirect or secondary consequence of any act or omission of the party in question.
5.2.3 Subject to Clauses 5.1 and 5.2, the total liability of either party to the other in respect of all loss or damage arising under or in connection with this Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Price payable under the Contract for any one event or series of connected events.
6.1 The Purchaser shall be entitled to cancel the Order in respect of all or part only of the Services by giving notice to the Supplier at any time prior to performance without incurring any liability to the Supplier other than to pay for Services already delivered or performed at the time of such notice.
6.2 Either party may terminate the Contract immediately without liability to the other party by giving notice in writing to the other party at any time if:
6.2.1 the other party commits a material breach of these Terms;
6.2.2 the other party commits a breach of these Terms which can be remedied, but the other party fails to do so within thirty (30) days;
6.2.3 an Insolvency Event occurs in relation to the other party; or
6.2.4 the other party becomes subject to any events that are analogous to those set out in Clause 6.2.3 in any other jurisdiction.
7. CONSEQUENCES OF TERMINATION
7.1 Termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
7.2 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
8.1 Any information disclosed by either Party in connection with this Agreement shall be treated as Confidential Information.
8.2 Neither party shall use the other’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement unless required to do so by law, a court of competent jurisdiction or any governmental or regulatory authority.
8.3 The provisions of this Clause 8 shall survive any termination or expiry of the Contract.
This Agreement is personal to the Parties and neither Party shall assign, transfer or otherwise dispose of any of its rights or obligations in this Agreement in whole or in part without the prior written consent of the other, which consent shall be a matter for the absolute discretion of that Party.
10. RIGHTS OF THIRD PARTIES
10.1 To the extent to which any Services provided under the Contract are for the benefit of any company in the Purchaser Group, that company may enforce the terms of the Contract subject to and in accordance with the Contract and the provisions of the 1999 Act.
10.2 Except as provided in Clause 10.1, no third party (as defined in the 1999 Act) except for any permitted successor or assignee of any party to the Contract has any rights under the 1999 Act to enforce any term of these Terms.
No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
12. NO PARTNERSHIP
12.1 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
12.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
13. GOVERNING LAW AND JURISDICTION
13.1 The 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) is governed by and construed in accordance with the law of England and Wales.