INTERPRETATION
In these conditions the following words have the following
meanings:
the Buyer: the person(s), firm or company who
purchases the Services from the Company;
the Company: Air Surveys Limited; registered in
London number 1918699, registered office at 2 College Mews, St.
Ann's Hill, Wandsworth London SW18 2SJ
Contract: any contract between the Company and
the Buyer for the Services, incorporating these Conditions;
Services: any services agreed in the Contract
to be carried out by the Company for the Buyer (including any part
or parts of them) are set out in Schedule 1.
In these conditions references to any statute or statutory
provision shall, unless the context otherwise requires, be
construed as a reference to that statute or statutory provision as
from time to time amended, consolidated, modified, extended,
re-enacted or replaced.
In these conditions references to the masculine include the
feminine and the neuter, and to the singular include the plural and
vice versa, as the context admits or requires.
In these conditions headings will not affect the construction of
these conditions.
APPLICATION OF TERMS
Subject to any variation under conditions below the Contract will
be on these conditions to the exclusion of all other terms and
conditions (including any terms or conditions which the Buyer
purports to apply under any purchase order, confirmation of order,
specification or other document).
No terms or conditions endorsed upon, delivered with or
contained in the Buyer’s purchase order, confirmation of order,
specification or other document will form part of the Contract
simply as a result of such document being referred to in the
Contract.
These conditions apply to all the Company’s sales and any
variation to these conditions and any representations about the
Services shall have no effect unless expressly agreed in writing
and signed by a Director of the Company. Nothing in this condition
will exclude or limit the company's liability for fraudulent
misrepresentation.
Each order for Services by the Buyer from the Company shall be
deemed to be an offer by the Buyer to agree to the Services subject
to these conditions.
No order for the Services placed by the Buyer shall be deemed to
be accepted by the Company until a written acknowledgement of order
is issued by the Company.
The Buyer must ensure that the terms of its Services and any
applicable specification are complete and accurate.
Any quotation is given on the basis that no contract will come
into existence until the Company despatches an acknowledgement of
order for Services to the Buyer.
Any quotation is valid for a period of 30 days only from its
date, provided that the
Company has not previously withdrawn it.
DESCRIPTION
The description of the Services are set out at Schedule 1 and shall
be as set out in the Company’s quotation.
All drawings, descriptive matter, specifications and advertising
issued by the Company and any descriptions or illustrations
contained in the Company’s catalogues or brochures are issued or
published for the sole purpose of giving an approximate idea of the
Services described in them. They will not form part of this
Contract.
If the Buyer provides samples not taken by the Company to the
Company for analysis then the Company will not be liable for any
loss or damage and the Buyer shall insure against accidental loss
or damage.
PRICE
Unless otherwise agreed by the Company in writing the price for the
Services shall be the price set out in the Company’s price
list.
The price for the Services shall be exclusive of any value added
tax.
PAYMENT
Payment of the price for the Services is due 30 days from the date
of invoice.
Time for payment shall be of the essence.
No payment shall be deemed to have been received until the
Company has received cleared funds.
All payments payable to the Company under the Contract shall
become due immediately upon termination of this Contract despite
any other provision.
The Buyer shall make all payments due under the Contract without
any deduction whether by way of set-off, counterclaim, discount,
abatement or otherwise unless the Buyer has a valid court order
requiring an amount equal to such deduction to be paid by the
Company to the Buyer.
If the Buyer fails to pay the Company any sum due pursuant to
the Contract the Buyer will be liable to pay interest to the
Company on such sum from the due date for payment at the annual
rate of 4% above the base lending rate from time to time of Royal
Bank of Scotland, accruing on a daily basis until payment is made,
whether before or after any judgment.
LIMITATION OF LIABILITY
Subject to condition, the following provisions set out the entire
financial liability of the Company (including any liability for the
acts or omissions of its employees, agents and sub-contractors) to
the Buyer in respect of:
(a) any breach of these conditions; and
(b) any representation, statement or tortious act or omission
including negligence arising under or in connection with the
Contract.
The Company warrants to the Buyer that the Service will be
provided using reasonable care and skill.
The Company shall have no liability to the Buyer for any loss,
damage, costs, expenses or other claims for compensation arising
from any instructions whether written or verbal supplied by the
Buyer which are incomplete, incorrect, inaccurate, illegible, out
of sequence or in the wrong form, or arising from their late
arrival or non-arrival, or any other fault of the Buyer.
Except in respect of death or personal injury caused by the
Company’s negligence, or as expressly provided in these Conditions,
the Company shall not be liable to the Buyer by reason of any
representation (unless fraudulent), or any implied warranty,
condition or other term, or any duty at common law, or under the
express terms of the Contract, for any loss of profit or any
indirect, special or consequential loss, damage, costs, expenses or
other claims (whether caused by the negligence of the Company, its
servants or agents or otherwise) which arise out of or in
connection with the provision of the Service or their use by
the Buyer, and the entire liability of the Company under or in
connection with the Contract shall not exceed the amount of the
Company’s charges for the provision of the Service, except as
expressly provided in these Conditions.
The Company shall not be liable to the Buyer or be deemed to be
in breach of the Contract by reason of any delay in performing, or
any failure to perform, any of the Company’s obligations in
relation to the Service, if the delay or failure was due to any
cause beyond the Company’s reasonable control.
ASSIGNMENT
The Buyer shall not be entitled to assign the Contract or any part
of it without the prior written consent of the Company.
The Company may assign the Contract or any part of it to any
person, firm or company.
FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to
cancel the Contract ordered by the Buyer (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 the
Company including, without limitation, acts of God, governmental
actions, war or national emergency, acts of terrorism, protests,
riot, civil commotion, fire, explosion, flood, epidemic, lock-outs,
strikes 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 30 days, the Buyer shall be entitled
to give notice in writing to the Company to terminate the
Contract.
GENERAL
Each right or remedy of the Company under the Contract is without
prejudice to any other right or remedy of the Company whether under
the Contract or not.
If any provision of the Contract is found by any court, tribunal
or administrative body of competent jurisdiction to be wholly or
partly illegal, invalid, void, voidable, unenforceable or
unreasonable it shall to the extent of such illegality, invalidity,
voidness, voidability, unenforceability or unreasonableness be
deemed severable and the remaining provisions of the Contract and
the remainder of such provision shall continue in full force and
effect.
Failure or delay by the Company in enforcing or partially
enforcing any provision of the Contract will not be construed as a
waiver of any of its rights under the Contract.
Any waiver by the Company of any breach of, or any default
under, any provision of the Contract by the Buyer will not be
deemed a waiver of any subsequent breach or default and will in no
way affect the other terms of the Contract.
The parties to this Contract do not intend that any term of this
Contract will be enforceable by virtue of the Contracts (Rights of
Third Parties) Act 1999 by any person that is not a party to
it.
The formation, existence, construction, performance, validity
and all aspects of the Contract shall be governed by English law
and the parties submit to the exclusive jurisdiction of the English
courts.
COMMUNICATIONS
All communications between the parties about this Contract must be
in writing and delivered by hand or sent by pre-paid first class
post or sent by facsimile transmission:
(c) (in case of communications to the Company) to its
registered office or such changed address as shall be notified to
the Buyer by the Company; or
(d) (in the case of the communications to the Buyer) to the
registered office of the addressee (if it is a company) or (in any
other case) to any address of the Buyer set out in any document
which forms part of this Contract or such other address as shall be
notified to the Company by the Buyer.
Communications shall be deemed to have been received:
(e) if sent by pre-paid first class post, 2 days (excluding
Saturdays, Sundays and bank and public holidays) after posting
(exclusive of the day of posting);
(f) if delivered by hand, on the day of delivery;
(g) if sent by facsimile transmission on a working day prior
to 4.00 pm, at the time of transmission and otherwise on the next
working day.
Communications addressed to the Company shall be marked for the
attention of Mr R Thomas.
SCHEDULE 1
SERVICES
The Company is an independent UKAS accredited testing
laboratory, number 0553, for air sampling, fibre identification,
bulk sampling and bulk sample identification in respect of
asbestos.
All work is carried out in accordance with Health & Safety
Laboratory guidelines, including The Analysts' Guide (HSG248), MDHS
100 and The Control of Asbestos Regulations 2006.
WORK CARRIED OUT
1. SURVEYS
All surveys are in accordance with MDHS 100
The Company is accredited by UKAS for the identification and the
sampling of Asbestos Containing Material. The Company consultants
carrying out asbestos surveys and risk assessments are Certified
Competent Persons in Asbestos by the British Institute of
Occupational Hygienists and are Associate Members of the
Institute
2. BULK SAMPLE IDENTIFICIATION
All sampling is in accordance with The Analysts' Guide
(HSG248).
Bulk sample certificates certify that samples have been examined
in accordance with the terms of the order applicable and conform
fully to the standards/specifications quoted.
3. AIR SAMPLING
Air sampling is in accordance with The Analysts' Guide
(HSG248).
Air sample certificates provide traceability of measurement to
recognised standards and to the units of measurement realised at
the National Physical Laboratory or other recognised standards
laboratories
Air sample certificates certify that the sample/parts/materials
have been tested/examined in accordance with the terms of the order
applicable and unless otherwise stated conform fully to the
standards/specifications quoted.