THAMES AIR & WATER TECH’S GENERAL TERMS AND CONDITIONS

FOR THE SUPPLY OF CONTRACT SERVICES

1. INTERPRETATION
In these terms and conditions (“Conditions”) the following words and expressions will mean:

“Contract” The Supplier’s official service agreement and the Customer's acceptance of it;

“Input Material” All documents, information and materials provided by the Customer relating to the Services, including the information provided by the Customer set out in the in the Contract;

“Services” “Supplier's  Equipment”

Any equipment, including tools, cabling or associated consumables provided by the Supplier and used in the supply of the Services (including the equipment set out in the Contract)

2. APPLICATION OF CONDITIONS
2.1 No contract is formed until the Contract has been processed by the Supplier.
2.2 These Conditions shall override the Customer’s standard terms and conditions (if any).

3. PERFORMANCE OF THE SERVICES
The Supplier shall provide the Services to the Customer from the date and, subject to condition 10, continuing for the period specified in the Contract or as otherwise agreed between the parties in writing.

4. CUSTOMER'S OBLIGATIONS
4.1 The Customer will (at its own cost):
(a) follow the Supplier’s instructions relating to the Services,
(b) provide, in a timely manner and at no charge, access to the Customer's premises and other facilities as reasonably required by the Supplier;
(c) provide, in a timely manner, such Input Material and other information as the Supplier may reasonably require, and ensure that it is accurate and kept up to date;
(d) be responsible for preparing and maintaining the relevant premises for the supply of the Services;
(e) keep, maintain and insure the Supplier's Equipment in good condition;
(f) as is required for the provision of the Services, set out in the Contract or notified to the Customer by the Supplier, provide and maintain continuous and adequate electricity, compressed air and water supplies to the Supplier’s Equipment;
(g) notify the Supplier in writing of claimed defects immediately on their appearance;
(h) not copy, adapt, reverse engineer, disassemble or modify the Supplier’s Equipment; and
(i) not dispose of or use the Supplier's Equipment other than in accordance with the Supplier's written instructions or authorisation.
4.2 The Supplier shall not be liable for any storage costs or charges in relation to the provision of the Services or the Supplier’s Equipment at the relevant premises.

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5. CHARGES AND PAYMENT
5.1 The Customer will pay the charges payable for the Services as set out in the Contract.
5.2 The contract term shall commence on the 1st of the calendar month immediately following the date of installation.
5.3 On the date of installation, the Supplier shall issue to the Customer a first invoice to cover Services and any additional charges for the period from date of installation to the end of that calendar month.
5.4 Second and subsequent invoices will be issued at the beginning of each month following the installation, and for the duration and amounts agreed in the Contract.
5.5 The Customer shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, within 30 days of date of invoice.
5.6 All amount stated are exclusive of VAT and/or any other applicable taxes or levy, which shall be charged in addition unless otherwise specified.
5.7 Time for payment shall be of the essence of the Contract.
5.8 In the event a scheduled visit is aborted by the Customer, a cancellation fee is applied at out prevailing rates:
(a) 48 hrs or less notice – liability for 50% of day labour rate
(b) 24 hrs or less notice – liability for 100% of day labour rate
5.9 If the Customer fails to pay the Supplier on the due date, the Supplier may charge interest on such sum from the due date for payment at the annual rate of 8% accruing daily.
5.10 The Supplier may set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.

6. SUPPLIER'S PROPERTY
All materials and equipment supplied by the Supplier (including the Supplier's Equipment) shall, at all times, be and remain the exclusive property of the Supplier.

7. LIMITATION OF LIABILITY
7.1 The Supplier will not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
7.2 The Supplier's total liability will be limited to the price paid for the Services.
7.3 To the fullest extent permitted by law, the Supplier and the Customer will adhere to the terms set out in the Contract.
7.4 The Supplier will not be liable for all warranties, conditions and other terms implied by law.
7.5 If the Supplier's performance under the Contract is prevented or delayed by any act or omission of the Customer, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly. The Customer will be responsible for any cost incurred by this prevention and the charges described in condition 5.1 will remain payable.

8. DATA PROTECTION
Personal data will be gathered and processed by and on behalf of the Supplier in connection with the Services. The Customer's name, address and payment record may be submitted to a credit reference agency.

9. PROTECTION OF CONFIDENTIAL INFORMATION
Each party (the ‘Receiving Party’) will keep the confidential information of the other party (the ‘Supplying Party’) confidential. The Receiving Party will only use the information of the Supplying Party for the purposes of the Contract. The Receiving Party will inform its officers, employees and agents of its obligations under the provisions of this condition 9, and ensure that they meet the obligations.

10. TERMINATION
10.1 Either party may terminate the Contract without liability to the other on giving written notice to the other if the other party fails to pay any amount due under the Contract.
10.2 On termination of the Contract for any reason:
(a) the Customer will immediately pay to the Supplier all outstanding unpaid invoices and interest. In respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt; and
(b) the Customer will return (at its own cost, except on expiry of the term of the Contract or termination by the Supplier) all of the Supplier's Equipment in accordance with the Supplier’s instructions.

(c) All contracts whether or not terminated early will be paid for by the customer upon receipt of invoice. If the contract is terminated by the customer early the customer is still liable for full contract amount.

10.3 On termination of the Contract (however arising) conditions 6, 7, 9, 10.3 and 11.3 shall survive and continue in full force and effect.
10.4 Neither party may rely on its own default to terminate the Contract.

11. GENERAL
11.1 The Contract and any documents referred to in it constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of the Contract. No variation of the Contract or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.
11.2 If any provision of the Contract or part thereof is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
11.3 The Contract will be governed by the laws of England and Wales whose courts shall have exclusive jurisdiction.