These Terms and Conditions shall apply to the provision of the services or sale of goods detailed in the quote that has been sent to you (“Services” or “Goods”) by Cellar Key Ltd company registered in England and Wales under number [Company Number] whose registered office is at South Lodge, Kidbrooke Park, Forest Row, East Sussex, RH18 5LG(“Supplier”) to you (“Client”). No other terms and conditions shall apply to the provision of Services unless agreed upon in writing between the Supplier and the Client. In the event of a conflict between these terms and conditions and any specific terms and conditions agreed and signed by both parties, the specific terms and conditions will take precedence.
2. Interpretation in these Terms and Conditions
“business day” means a day other than a Saturday, Sunday or bank holiday. Headings are for convenience only and shall not affect their interpretation. Words imparting the singular number shall include the plural and vice-versa.
3.1.1 With effect from the commencement date stated in the quotation and in consideration of the Fees being paid in accordance with these Terms and Conditions, the Supplier shall provide the Services to the Client.
3.1.2 The Supplier shall use reasonable care and skill in its performance of the Services and shall ensure compliance with any and all relevant codes of practice.
3.1.3 The Supplier shall use its best and reasonable endeavours to complete its performance of the Services within the time agreed as set out in this quotation; however time will not be of the essence in the performance of these obligations.
3.1.4 Payment for ongoing services is to be made by the 1st of the Month in advance of the service being rendered.
3.2.1 No order submitted by the Client shall be deemed to be accepted by the Supplier unless and until confirmed in writing by the Supplier’s authorised representative.
3.2.2 No order which has been accepted by the Supplier may be cancelled by the Client except with the agreement in writing of the Supplier on the terms that the Client shall indemnify the Supplier against all loss.
4. Client Obligations
4.1 The Client shall use its best and reasonable endeavours to provide the Supplier with access to any and all relevant information, materials, properties and other matters which are required to enable the Supplier to provide the Services.
4.2 The Client shall use its best and reasonable endeavours to acquire any permissions, consents, licences or other matters which are required to enable the Supplier to provide the Services.
4.3 The Supplier shall not be liable for any delay or failure to provide the Services where such delay or failure is due to the Client’s failure to comply with the provisions of this Clause 4
5. Fees / Price of Goods
5.1 The fees (“Fees”) for the Services and price (“Price”) of the goods are set out in the quotation provided.
5.2 In addition to the Fees and Price, the Supplier shall be entitled to recover from the Client reasonable incidental expenses for materials used and for third party goods and / or services supplied in connection with the Services.
5.3 The Client shall pay the Supplier for any additional services provided by the Supplier that are not specified in this quotation in accordance with the Supplier’s then current, applicable hourly rate in effect at the time of performance or such other rate as may be agreed between the Supplier and the Client. The provisions of sub-Clause 5.2 shall also apply to such additional services. Labour included on the quote is an estimate and may vary depending on work being undertaken.
5.4 The Fees/Price are, unless otherwise stated, exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
5.5 The Client may be required to pay a deposit (“Deposit”) as detailed in this quotation either at the time of accepting this quotation prior to any service being started or goods being purchased.
5.6 If the Client does not pay the Deposit to the Supplier in accordance with sub-Clause 5.5 the Supplier shall have the right to withhold provision of the Goods / Services until the Deposit is received or may terminate in accordance with Clause 9.
5.7 The Deposit shall be non-refundable unless the Supplier fails to provide the Services and is at fault for such failure (where the failure is not the fault of the Supplier, no refund shall be made).
6. Quotation, Contract and Variation
6.1 Acceptance of the quotation constitutes written acceptance and confirmation by the Supplier of the Client’s order for the Goods/Services (as agreed between the Supplier and the Client) and acceptance by both parties of these terms and conditions.
6.2 Having issued the quotation which is a contractual offer to provide the Services, the Supplier agrees to enter into a contract for the provision of Services upon the Client’s written acceptance of this quotation and of these Terms and Conditions.
6.3 This quotation is valid for a period of 7 days only from the date shown on the quotation unless expressly withdrawn by the Supplier at an earlier time.
6.4 Either the Supplier or the Client may cancel the order for any reason prior to the Client’s acceptance (or rejection) of this quotation.
6.5 If the Client wishes to vary any details of the Services it must notify the Supplier in writing as soon as possible. The Supplier shall endeavour to make any required changes and additional costs shall be invoiced to the Client.
6.7 If, due to circumstances beyond its control, the Supplier has to make any change in the Services or the arrangements relating to the provision thereof, it shall notify the Client immediately. The Supplier shall endeavour to keep any such changes to a minimum and shall seek to offer the Client arrangements as close to the original as is reasonably possible in the circumstances.
7.1 Following the Client’s acceptance of this quotation, the Supplier shall invoice the Client for the Fees either:
(a) upon completion of its provision of the Services / purchase of goods; or
(b) on the invoice dates set out in this quotation.
7.2 The Client shall pay the Fees due within 30 days of the date of the Supplier’s invoice or otherwise in accordance with any credit terms agreed between the Supplier and the Client.
7.3 Time for payment shall be of the essence of the Contract between the Supplier and the Client.
7.4 If the Client fails to make payment within the period in sub-Clause 7.2, the Supplier shall charge the Client interest at the rate of 8% per annum above the Bank of England base rate from time to time on the amount outstanding until payment is received in full.
7.5 If the Client fails to make payment within the period in sub-Clause 7.2, the Supplier shall have the right to suspend any further provision of the Services and to cancel any future services which may have been ordered by, or otherwise arranged with, the Client.
7.6 Receipts for payment will be issued by the Supplier only at the Client’s request.
7.7 All payments must be made in Pound Sterling unless otherwise agreed in writing between the Supplier and the Client. 7.8 Risk of damage to or loss of the goods shall pass to the client at: A – in the case of goods to be delivered to the suppliers premises, the time when the client is notified that the goods are ready for collection. B – in the case where the goods are delivered otherwise than at the Supplier’s premise, the time of delivery or attempted time of delivery. C – In the case of goods being installed by the supplier, the time that the Supplier notifies the Client that the installation is completed. 7.9. Not withstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title to the Goods shall not pass to the Client until the Supplier has received cleared funds of payment in full of the price of the Goods.
7.10. The Client shall hold the Goods as bailee for the Supplier and they shall not be used in barter or as security for any indebtedness. The Supplier retains the right to repossess any Goods in which the Supplier retains title without notice. The Client irrevocably authorises the Supplier to enter its premises during normal business hours for this purpose.
8.1 The Supplier shall be free to sub-contract the provision of the Services (or any part thereof).
8.2 Where the Supplier sub-contracts the provision of the Services or any part thereof it shall ensure that any and all sub-contractors are reasonably skilled in the relevant practices and shall not pass any additional charges that may be incurred through the use of such sub-contractors on to the Client
9.1 The Supplier may terminate the provision of the Services immediately if:
(a) the Client commits a material breach of its obligations under these Terms and Conditions; or (b) the Client is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors. (c) the Client enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or (d) the Client convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Client, notice of intention to appoint an administrator is given by the Client or any of its 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 the winding up of the Client or for the granting of an administration order in respect of the Client, or any proceedings are commenced relating to the insolvency or possible insolvency of the Client. In the above circumstances, the Clients right to possession of any Goods to which the Supplier retains legal and beneficial title will terminate.
9.2 Services may be cancelled once the minimum contractual period has passed with the relevant notice depending on the service being provided.
10. Intellectual Property and Data Protection
10.1 The Supplier reserves all copyright and any other intellectual property rights (if any) which may subsist in the products of, or in connection with, the provision of the Services. The Supplier reserves the right to take such action as may be appropriate to restrain or prevent the infringement of such intellectual property rights.
10.2 All personal information that the Supplier may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the Client’s rights under the GDPR. For complete details of the Supplier’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Client’s rights and how to exercise them, and personal data sharing (where applicable), please refer to the Supplier’s Privacy Notice available from [Cellar Key Website]
11. Liability and Indemnity
11.1 The Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under these Terms and Conditions, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s employees, agents or otherwise) in connection with its provision of the Services/ supply of goods or the performance of any of its other obligations under these Terms and Conditions or this quotation or with the use by the Client of the Services supplied.
11.2 The Supplier shall not be liable to the Client or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if such delay or failure is due to any cause beyond the Supplier’s reasonable control.
11.3 The Client shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the Supplier arising from any loss or damage to any equipment (including that belonging to third parties) caused by the Client or its agents or employees.
11.4 Nothing in these Terms and Conditions shall limit or exclude the Supplier’s liability for death or personal injury caused by its negligence or for any other matters for which it would be unlawful to exclude or limit liability.
12.1 Neither party shall, for the term of any agreement or assignment and for 6 months after its termination or expiry, employ or contract the service of any person who is or was employed or otherwise engaged by the other Party at any time without the express written consent of that party.
12.2 Should the Client wish to engage an engineer provided by the Supplier at the end of the agreement or assignment, they agree to pay a set fee of £15,000 or agree to an extended period of hire. No contract shall exist between the Client and the relevant engineer and no relevant transfer under TUPE is intended to arise.
13. Force Majeure
Neither party shall be liable for any failure or delay in performing their 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.
14.1 All notices under these Terms and Conditions shall be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
14.2 Notices shall be deemed to have been duly given:
(a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
(b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated; (c) on the fifth business day following mailing, if mailed by national ordinary mail; or
(d) on the tenth business day following mailing, if mailed by airmail.
14.3 All notices under these Terms and Conditions shall be addressed to the most recent address, email address or fax number notified to the other party.
15. No Waiver
15.1 No waiver by the Supplier of any breach of these Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
15.2 No failure or delay on the part of either the Supplier or the Client to exercise any right, power or privilege under these Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude, any other or further exercise of any other right, power or privilege.
16.1 In the event that one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable).
17. Law and Jurisdiction
17.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
17.2 Any dispute, controversy, proceedings or claim between the Seller and the Buyer relating to these Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.