NEW ELECTRIC SOLUTIONS TERMS OF TRADING 1. Definition- where the content allows the ‘contractor’ means New Electric Solutions; the ‘customer’ means the party dealing with the contractor. Materials and services means respectively the subject matter of the dealing between contractor and the customer and hereinafter referred to as work. Materials and services also applies to hired monitoring, data logging and test equipment used on customers premises 2. Formation of the contract- The contractor contracts with the customer in accordance with the following terms and conditions. These terms are deemed to be accepted by the customer unless express written variations are negotiated which may only be authorised on behalf of the company by the director. 3. Period of tender / quotation- the tender remains open for 30 days unless previously withdrawn. There after the tender is subject to conformation or adjustment by the contractor. 4. Basis of tender- (i). The contractor reserves the right by giving notice to the customer at any time before performance to increase the price of the work to reflect any increase in the cost to the contractor which is due to any factor beyond the control of the contractor. (Such as without limitation any foreign exchange fluctuation alterations of duties significant increase in the cost of labour materials or other costs) any exchange in dates, quantity, scope or specification, for the work which is requested by the customer or any delay caused by instruction of the customer or failure of the customer to give the contractor adequate information or instructions. (ii). The tender is based on the work being affected unimpeded during normal working hours 08.00-17.00 Monday to Friday. (iii). Variations and additional work shall be charged on a time and materials basis unless the subject to a separate quote accepted by the customer. (iv). The laying of cables, conduits runs and the like is by the shortest practical route. (v). Work by other trades and statutory fees or charges for works done by supply authorities or local authorities is not included. (vi). Whilst reasonable care will taken the tender does not include for incidental redecoration or other works consequent upon the proper execution of the work. (vii). Fixed quote values are not negotiable once accepted and work is started or completed (viii). Unless otherwise stated the price of the work is exclusive of any appropriate Value added Tax. 5. Purchase Orders and sales orders- (i). Cancellation will result in standard charges being made. These charges may include the full value of any applicable costs, particularly where it was not possible to redeploy labour at short notice or use material on other projects, such material will be returned to the customer once payment is received. (ii). Verbal orders are not accepted except in exceptional circumstances and then only to the company director these require written confirmation within 3 working days. 6. Terms of Payment- (i). Payment shall be made in full within 7 days for non account customers 28 days for account customers of the written date on the invoice submitted by the contractor. (ii). Where the period of the work (the contract period) is in excess of 4 weeks invoices may be submitted by the contractor monthly for the total value of the work completed less previous payments. These invoices require payment within 28 days. (iii). Failure by the customer to make any payment as foresaid shall entitle the contractor to suspend work in respect of any or all contracts with the customer and charge interest on the amount outstanding at 4% above the base interest rate of the contractors bank, plus any other costs incurred by us in the recover of the debt this applies in particular to 3rd party debt recovery agency costs (iv) Any outstanding balance in excess of ninety days old will subject to an immediate additional charge of £ 90.00. (Ninety pounds only). (v) Any invoices disputed by the customer must be notified to contactor in writing before 28 days from the date on the invoice. 7. Risk and property in materials- (i). Risk of damage or loss of materials supplied by the contractor to the customer to in the performance of the work shall pass to the customer at the time of actual delivery to site at which the work is or is to be performed. (ii). Notwithstanding delivery and the passing of risk in materials or any other provision of these terms and conditions the property in such materials shall not pass to the customer until the contractor has received in cash or cleared funds payment in full of the price of the work and all works performed by the contractor for the customer for which payment is then due and owing. (iii). Until such time as property in the materials passes to the customer, the customer shall keep the materials contractors fiduciary agent and bailee and shall keep the goods properly protected and insured and identified as the contractors property. (iv). Until such time as the property in materials passes to the customer (and provided the materials are still inexistence and have not been resold) the contractor shall be entitled at any time to require the customer to deliver the materials to the contractor and if the customer fails to do so forthwith to enter the upon any premises of the customer or third party where the materials are situated or installed and remove or repossess the materials. The contractor shall be under no obligation to effect or compensate the customer for any redecoration or other necessary works consequent upon exercising this right (v). The customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the materials which remain the property of the contractor but if the customer does so all the monies owing by the customer to the contractor shall (without prejudice to any other right or remedy of the contractor) forthwith become due and payable. 8. Warranty & Liability- (i). Where the work is carried out on behalf of person dealing as consumer (within the meaning of the unfair contracts terms acts 1977) all warranties, conditions, or other terms implied by statue or common law area excluded to the fullest extent permitted by law. Where the work is carried out under a consumer transaction the statuary rights of a consumer are not affected. (ii) all materials supplied by the contractor in the performance of the work are supplied only to the design and specification of their manufacture and the customer shall only be entitled to the benefit of any such warranty or guarantee as given by the manufacture to contractor. (iii). Services are rendered by the contractor on the basis that the contractor will at his own expense make good any defect in the product of the services to bad workmanship which occurs and becomes apparent within 28 Days of the completion of the services if, and only if the customer has notified the contractor in writing of the defect within that period and within 3 days of the defect becoming apparent. Where the contractor uses materials in connection withy the services the contractor will endeavour to pass onto the customer all guarantees and warranties as supplied by manufacture or supplier of them. No warranty or guaranteed life expectancy is given for any lamps or other light emitting elements. (iv). For Materials supplied by the customer or other 3rd party for use or installation by the contractor no warranty or guarantee is offered on such materials. All costs involved in locating or correcting defects in materials supplied by others will be charged and invoiced accordingly. Reasonable care will taken of customer supplied parts but no liability can be accepted for accidental breakage during the installation of such materials any replacement cost will be at the customers expense. (vi). Except-.(a). In respect of death or personal injury caused by the contractors negligence or (b). as expressly provided in these terms and conditions the company shall not be liable to the customer by reason of a representation or any implied warranty condition or other term or any duty at common law or under an express term for any loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever and whether caused by the negligence of the contractors employees or agents or otherwise which arise out of or in connection with the work. (vii). The contractor shall not be liable to the customer or deemed to be in breach of contract by reason of any delay in performing or any failure to perform any of the contractors obligations to the work if the delay or failure is due was due to any cause beyond the contractors reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the contractor’s reasonable control; (a) Act of god, explosion, flood tempest, fire or accident. (b). War or threat of war, sabotage and insurrection, civil disturbance or requisition (c). Acts, restrictions, regulations bye-law, prohibitions or measures of any kind on the part of any government parliamentary or local authority. (d). Import or export regulations or embargoes. (e). Strikes lockouts or other industrial trade disputes of the company or other third party. (f). Difficulty in obtaining materials, labour, fuels parts or machinery. (g) power failure or breakdown of machinery. (viii) The contractor will not be held liable for the consequences of shutting down an installation (or part of) during or consequence of the works deliberate or otherwise, all reasonable precautions would be taken to ensure that unplanned shut downs are avoided. It will always be the customer’s responsibility to ensure that all systems are shut down correctly and operating correctly following reinstatement of the power to an installation or part of. 9. Obstruction of progress. where it is not possible to complete all or part of a project at a pre agreed time and place as a direct result of a customers (or their representatives) actions or lack of, deliberate or otherwise any associated costs will be invoiced by the contractor, where it was not possible to effectively redeploy labour or other resources at short notice the customer will be invoiced the full value of the loss suffered by the contractor, in any event abortive costs will invoiced. The contractor will not entertain recovering these costs from the customer’s representative or other third parties as our contract and these terms relate to the customer contractor relationship.