ART Ltd Maintenance, Servicing and Installation Terms and Condition Agreement.
1.1. The following definitions and rules of interpretation apply in these terms and conditions:
Conditions: These terms and Conditions.
Contract: Any contract between ART Ltd and the Client for the provision of the Maintenance, Installation and Repair Service, incorporating these terms & conditions.
Contracted Hours: 0830 to 1700 Monday to Friday excluding public Bank Holidays in the UK.
Warranty: Refers only to the materials/parts stated in the Manufacturers warranty. All parts and materials outside of Manufacturers Warranty, and the labour and transport of ART Limited will be charged accordingly.
Client: The person, firm or company who purchases the Maintenance, Installation and Repair Service from ART Ltd.
Equipment: Any equipment supplied by ART (including any part or parts of it) Ltd.
Extended Maintenance Period: A period of one year.
Extended Working Hours: Includes evenings, weekends and public Bank Holidays in the UK.
Initial Maintenance Period: A fixed period of one year commencing on the date of this Contract or such other date as may be specified in writing in the Contract.
Maintenance Service: The technical support, fixes and updates to the Equipment provided by ART Ltd as set out in condition 3 of these conditions.
Major Fault: Where more than 70% of the Equipment is unusable or where all parts of said products are inactive.
Minor Fault: Where less than 20% of the Equipment is affected and the Customer is able to continue to operate.
Premises: The address where the Equipment is located.
Price: The price payable by the Client to ART Ltd for the Maintenance, Installation, Repair, Service and call out service, set out in the contract or quotation
ART Ltd: A business whose address is at ART Ltd, Unit 19, Cratfield Road, Bury St Edmunds, Suffolk, IP32 7DF.
1.2. A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3. A reference to one gender includes a reference to the other gender.
1.4. Condition headings do not affect the interpretation of these conditions.
2. APPLICATION OF TERMS:
2.1. The order constitutes an offer by the Client to purchase Services in accordance with the Contract and/or quotation and these Conditions.
2.2. The order shall only be deemed to be accepted when ART Ltd issues written acceptance if the order at which point; and on which estimated date the Contract shall come into existence (Estimated Commencement Date).
2.3. Subject to variation under condition 2.4 these Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.4. These terms and conditions apply to all services provided by ART Ltd and any variation to these conditions and any representations about the Maintenance, Installation and Repair Service shall have no effect unless expressly agreed in writing & signed by an authorized representative of ART Ltd.
2.5. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of ART Ltd which is not set out in the Contract. Nothing in this condition shall exclude or limit ART Ltd liability for fraudulent misrepresentation.
2.6. Acceptance of order/quotation, whether in writing, verbally or Purchase Order, confirms acceptance to ART Terms & Conditions.
3. MAINTENANCE, INSTALLATION & REPAIR SERVICE:
3.1. ART Ltd shall provide the Maintenance, Installation, Repair, Service to the Client for the Initial Period during Normal Working Hours (or Extended Working Hours if agreed between ART Ltd and the Client in writing) at the Premises.
3.2. The term Maintenance, Installation, Repair and Service shall include:
3.2.1. All (list products and equipment?) supplied and installed by ART Ltd where failure is due to faulty parts or installation by an ART Ltd engineer or goods not supplied or installed by ART Ltd being subject to a site survey/acceptance.
3.2.2. All costing including labour and travel associated with repair or replacement of parts supplied or installed by ART Ltd.
3.2.3. All call out charges associated with repair or replacement of parts supplied or installed by ART Ltd during Contracted Hours.
3.2.4. All remote diagnostics or system programming conducted by ART Ltd during its Contracted Hours;
3.3. The term Maintenance, Installation, Repair and Service shall exclude:
3.3.1. Any services provided by ART Ltd to the Client in the Extended Working Hours, unless agreed with ART or covered in the Maintenance Contract/Proposal
3.3.2. Components not supplied or installed by ART Ltd or accepted following ART Ltd site survey.
3.3.3. Accessories and parts outside of manufacturers warranty period
3.3.4. Components damaged by accidental damage, vandalism, fire, water or external forces.
3.3.5. Labour charges associated with above items or outside of Contracted Hours.
3.3.6. Call out charges associated with above items or outside Contracted Hours unless agreed with ART and covered under the Maintenance Proposal/Contract.
3.3.7. Parts and labour which are categorised as moves, changes or upgrades to the system.
3.3.8. Any programming, analysis, management or remedial work required as a result of action or inaction by a non-approved contractor inhouse company maintenance member.
3.4. ART Ltd shall use all reasonable endeavours to respond to a Major Fault via remote access (if in place) within four hours of the Client reporting the fault to ART Ltd or by on-site visit within four working hours.
3.5. ART Ltd shall use all reasonable endeavours to respond to a Minor Fault within twenty four working hours.
4.1. This Contract shall come into force on the Commencement Date.
4.2. The Contract shall continue in force for the Initial Maintenance, Installation, Service, and Repair Period. At the end of the Initial Maintenance, Installation and Repair Period the Contract shall automatically end, and requires renewal for the following Maintenance Period. If agreed with ART, a period of two Months cover for the service and maintenance work will be provided to ensure the safe running of your plant/site on the contracted charges. There after charges will automatically change to non-contracted rates.
5.1. Unless otherwise agreed by ART Ltd in writing, the Price for the Maintenance, Installation, Repair and Service shall be the Price set out in the Contract/Quotation
5.2. ART Ltd reserves the right to increase the Price in line with inflation or where the Client changes to a non-approved contractor or company inhouse maintenance member and any subsidy is lost or where necessary to compensate for exceptional rises in related costs by giving the Clients thirty day’s notice, unless end of contract date.
5.3. The Price for the Initial Maintenance, Installation, Repair and Service shall be exclusive of any value added tax.
6.1. Subject to condition 5, payment of the price for the Initial Maintenance, Installation, Repair and Service is due in pounds sterling 30 Days from Date of Invoice.
6.2. Time for payment shall be of the essence.
6.3. No payment shall be deemed to have been received until ART Ltd has received cleared funds.
6.4. All payments payable to ART Ltd under the Contract shall become due on the agreed Contract/Proposal terms.
6.5. The Client shall make all payments due under the Contract/Proposal/Quotation agreement without deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction to be paid by ART Ltd to the Client.
6.6. If the Client fails to make any payment on the due date ART Ltd may:
6.6.1. Cancel the Contract/Project with immediate effect.
6.6.2. Charge the Customer interest on such sum from the due date for payment at the annual rate of 5 % above the base lending rate from time to time of Lloyds Bank Plc accruing on a daily basis until payment is made, whether before or after any judgment. The Company ART Ltd reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
7. CUSTOMER’S OBLIGATIONS:
7.1. The Client shall take good care of the Equipment and keep it in the environmental conditions recommended by the manufacturer guidance.
7.2. The Client shall use the Equipment only in accordance with the manufacturer’s instructions or as advised by ART Ltd .
7.3. The Client shall ensure that ONLY ART Ltd and its representatives have full and free access to the Equipment and to any records of its use by the Client.
7.4. The Client shall use its best endeavours to ensure the Health and Safety of ART Ltd and its representatives who visit the Premises. Where in the sole opinion of ART Ltd such Health and Safety provision is inadequate ART Ltd shall be entitled to suspend or cancel the Maintenance, Installation Repair and Service.
7.5 Warranty will void if equipment has been tampered with by other contractors or un trained clients staff
8. LIMITATION OF LIABILITY:
8.1. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 13 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.
8.2. Nothing in these conditions excludes or limits the liability of ART Ltd:
8.2.1. For death or personal injury caused by ART Ltd negligence; or
8.2.2. under section 2(3), Consumer Protection Act 1987; or
8.2.3. for any matter which it would be illegal for ART Ltd to exclude or attempt to exclude its liability; or
8.2.4. for fraud or fraudulent misrepresentation.
8.3. Subject to conditions 8.1, 8.2 and 8.3:
8.3.1. ART Ltd total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Price; and
8.3.2. ART Ltd shall not be liable to the Client for any pure economic loss, loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
Either party may cancel the Contract after the Initial Maintenance, Installation and Repair Period, by giving not less than three months’ notice in writing to the other. The cancel of Contract can only be made to Senior Managers of ART Limited. All materials and Labour to be charged in full for any of works carried out to the date of cancellation including the 3 months notice.
10.1. ART Ltd may assign the Contract or any part of it to any person, firm or company.
10.2. The Client shall not be entitled to assign the Contract or any part of it without the prior written consent of ART Ltd.
11. FORCE MAJEURE:
ART Ltd reserves the right to defer the Maintenance, Installation and Repair Service or to cancel the Contract (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of ART Ltd including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, pandemic, government intervention to civil liberty and movement, epidemic, lock-outs, strikes, pandemics including Covid-19, or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, the Client shall be entitled to give notice in writing to ART Ltd to terminate the Contract.
12.1. Assignment and other dealings.
12.1.1. ART Ltd may at any time assign, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
12.1.2. The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
12.2. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
12.3. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
12.4. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
12.5. Entire agreement.
12.5.1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.5.2. Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
12.6. Third parties’ rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
12.7. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
12.8. Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of the UK.
12.9. Jurisdiction. Each party irrevocably agrees that the courts of the UK shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Any notice required or permitted to be given by either party to the other under the Contract shall be in writing addressed to that other party (in the case of notices to ART Ltd) its business address or such other address as may be notified by the Client to ART Ltd.
This document and the actions arising from it will be annually reviewed as part of the business planning process which involves ART Ltd management teams, with final approval via the ART Ltd Director.