Terms and conditions

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).

Interpretation

The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:

Breakdown: an event causing the Equipment to cease operating as intended or altogether (as the case may be).
Breakdown Notification: any notification by email or telephone call of a Breakdown by the Customer to the Supplier.
Breakdown and Callout Charges: the Charges payable for the Supplier’s response to Breakdowns under clause 4.2 and to Emergency Calls under clause 4.3 as stated in the Order.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: between 8:00 am and 5:00 pm on a Business Day.
Charges: any charges incurred by the customer under these Conditions.
Commencement Date: has the meaning given in 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with 15.
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with the Order and these Conditions.
Customer: the person or firm who purchases Services from the Supplier.
Customer Default: has the meaning set out in 5.2.
Emergency Calls: any calls received by the Supplier in relation to the Equipment which requires urgent attention, including where persons have become trapped in the Equipment.
Equipment: any lift equipment of the Customer (whether for passengers, goods or otherwise) which is maintained, repaired, installed or otherwise by the Supplier under these Conditions.
Force Majeure Event: has the meaning given in clause 11.1.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
LOLER Examination: means the work required under LOLER, which, for the avoidance of doubt, is an examination carried out by an independent third party, arranged by the Supplier and charged separately from the Service under the Contract.
LOLER: the Lifting Operations and Lifting Equipment Regulations 1998.
Order: the Customer’s order which details, amongst other things, the Service Level or Quoted Work (as the case may be) to be provided.
Quoted Charges: the Charges payable for the supply of any Quoted Work payable as described in the Order.
Quoted Work: any additional work that may be required from time to time as identified in the provision of the Service which does not form any part of the Services.
Service Charges: the Charges payable for the supply of the Services (excluding Quoted Work) payable as described in the Order.
Service Level: means the standard, intermediate plus or comprehensive level as defined in the Order
Services: the planned preventative maintenance work, cleaning, oiling and adjusting of the Equipment, but excluding the supply and fitting of spare parts.
Subcontractor:means any subcontractor employed by the Supplier and who may provide the Services on behalf of the Supplier.
Supplier: RJ Lifts Group Limited registered in England and Wales with company number 12939666.
Supplier Materials: any documents, equipment, parts, tools or otherwise belonging to the Supplier used in connection with the provision of the Services.

2 Interpretation:
1. A reference to legislation or a legislative provision:
  1. is a reference to it as amended, extended or re-enacted from time to time; and
  2. shall include all subordinate legislation made from time to time under that legislation or legislative provision.
2. Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
3. A reference to writing or written includes fax but not email.
Basis of contract
1. The Order constitutes an offer by the Customer to purchase Services or Quoted Work in accordance with these Conditions.
2. The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
3. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
4. Any quotation given by the Supplier shall not constitute an offer and is only valid for a period of [30] days from its date of issue.
Supply of Services
1. The Supplier shall supply the Services to the Customer in accordance with the Order in all material respects and submit a report to the Customer with any observations and recommendations.
2. The Supplier shall use reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3. The Supplier shall supply the Services during Business Hours.
4. The Supplier reserves the right to amend the Order if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services and the Supplier shall notify the Customer in any such event.
5. The Customer acknowledges and accepts that the Supplier may utilise Subcontractors to satisfy its obligations under the Contract.
6. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill, in accordance with any available guidelines of the manufacturer of the Equipment.
7. The Supplier may deal with minor repairs to the Equipment resulting from normal usage and which may, in the opinion of the Supplier, be necessary during the provision of the Services and to the extent that such minor repairs can be made without new parts.
8. If repairs to the Equipment require new parts, such repairs will require a separate quote and the matter will become Quoted Works.
9. If the Customer has opted for a LOLER Examination the Supplier will arrange for an engineer to attend to the Equipment and carry out the LOLER Examination. The Supplier will include such engineer’s costs on its invoice.
10. Any work required to be undertaken following the LOLER Examination will become Quoted Work.
Breakdown Notifications and Emergency Calls
1. Provided the Equipment is capable of reprogramming, the Supplier shallreprogramme the auto-dial unit of the Equipment to direct Emergency Calls to the Supplier’s 24/7 call centre or, if so instructed by the Customer, to another call centre identified by the Customer.
2. Except where there is a Force Majeure Event, on receipt of an Emergency Call involving personal entrapment the Supplier shall use reasonable endeavours to arrive at the location of the Equipment within one hour of the Emergency Call. The Customer acknowledges that this is an estimate only and arrival may take longer depending on local conditions over which the Supplier has no control.
3. Except where there is a Force Majeure Event, on receipt of a Breakdown Notification on a Business Day, the Supplier shall use reasonable endeavours to respond to the Customer on the same day (or the next Business Day if the Breakdown Notification is received outside of Business Hours) to assess the nature of the Breakdown, but time shall not be of the essence.
4. In the case of a Force Majeure Event, the Supplier shall at its discretion comply with its obligations under clause 4.2 and clause 4.3 as soon as reasonably practicable, taking into account the nature of such event.
Customer’s obligations
1. The Customer shall:
  1. ensure that all information provided to the Supplier and the terms of any Order are complete and accurate;
  2. prepare the Customer’s premises for the supply of the Services and allow the Supplier access to the Equipment in advance if requested;
  3. co-operate with the Supplier or Subcontractor in all matters relating to the Services;
  4. provide the Supplier, its employees and Subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier;
  5. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services and ensure that such information is complete and accurate in all material respects;
  6. provide the Supplier with uninterrupted power and wiring as may be required by the Supplier;
  7. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
  8. not permit any works or services similar to the Services to be carried out on or to the Equipment by any person other than the Supplier or its Subcontractors during the Contract;
  9. not refuse the provision of any Services which the Supplier, acting reasonably, deems necessary to ensure the safety of any Equipment;
  10. keep all Supplier Materials at the Customer’s premises in safe custody and free from tampering, theft and vandalism, at its own risk, and not dispose of or make use the Supplier Materials;
  11. inform the Supplier of any Breakdown within 24 hours;
  12. where any Equipment becomes dangerous, remove it from service and inform the Supplier immediately;
  13. comply with any additional obligations as set out in the Order; and
  14. ensure that any statutory reports, including in respect of a LOLER Examination, are shared with the Supplier as soon as reasonably practicable.
2. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
  1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
  2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this 5.2; and
  3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
Charges and payment
1. The Service Charges and Breakdown and Callout Charges shall be as set out in the Order.
2. The Quoted Charges shall be calculated on a time and materials basis and as set out in any Order for Quoted Work.
3. The Supplier reserves the right to increase the Charges from time to time as it, acting reasonably, deems necessary. For the avoidance of doubt, the Supplier will be entitled to increase the Service Charges on an annual basis.
4. The Supplier shall invoice the Customer:
  1. for the Service Charges immediately on receipt of an Order and annually two months before the Contract anniversary thereafter until the Contract is terminated;
  2. for any Quoted Charges (unless otherwise agreed):
    1. a deposit as stated in the Order, payable in advance; and
    2. the balance on completion of the Quoted Work.
  3. for any Breakdown and Callout Charges, on resolution of the Breakdown or Emergency Call (as applicable).
5. The Customer shall pay each invoice submitted by the Supplier within 30 days of the date of the invoice in full and in cleared funds to a bank account nominated in writing by the Supplier.
6. Time for payment shall be of the essence of the Contract.
7. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
8. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under 9, the Supplier shall be entitled to charge interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this 6.8will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
9. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
Intellectual property rights

All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall belong to the Supplier.

Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
1. The Customer is responsible for making its own arrangements for insurance in relation to any excess loss during the Contract.
2. References to liability in this 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
3. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
4. Nothing in this 8 shall limit the Customer’s payment obligations under the Contract.
5. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation; and
  3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
6. Subject to 8.3 (No limitation in respect of deliberate default), and 8.5 (Liabilities which cannot legally be limited), the Supplier’s total liability to the Customer shall not exceed the value of the annual charge in which the liability arose.
7. Subject 8.3, 8.4 and 8.5, this 8.7 sets out the types of loss that are wholly excluded:
  1. loss of profits.
  2. loss of sales or business.
  3. loss of agreements or contracts.
  4. loss of anticipated savings.
  5. loss of use or corruption of software, data or information.
  6. loss of or damage to goodwill; and
  7. indirect or consequential loss.
8. The Supplier has given commitments as to compliance of the Services with relevant specifications in 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
9. If the Customer intends to make a claim against the Supplier, it must notify the Supplier within three months from the date starting on the day on which the Customer became, or ought reasonably to have become, aware of its grounds to make a claim having occurred (Notice Period). The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
10. Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the Notice Period, the Supplier shall have no liability for that event.
11. If a notice is received by the Supplier pursuant to clause 8.9 within the Notice Period, the Supplier shall have ten Business Days to attend the premises of the Customer (using an employee, agent, consultant or Subcontractor) to carry out an investigation into the Equipment being the subject of the proposed claim (Investigation).
12. Following an Investigation, the Supplier shall, if in its reasonable opinion there are grounds for an event giving rise to a claim, have five Business Days from the date of the Investigation to put right any issue with the affected Equipment, during which such time the Customer may not bring a claim.
13. In the event, following an Investigation, the Supplier concludes that there is no issue with the Equipment, the Supplier will be entitled to charge the Customer for the costs of the Investigation and for the costs of the time taken to attend the Customer’s premises at the prevailing hourly rate.
14. This 8 shall survive termination of the Contract.
Termination
1. Without affecting any other right or remedy available to it, the Customer may terminate the Contract by giving the Supplier three months’ written notice and the Supplier may terminate the Contract by giving the Customer one month’s written notice.
2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
  1. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
  2. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
  3. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
3. Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
  1. the Customer permits anyone (including a third party engineer) other than the Supplier to carry out any work on or adjustments to the Equipment;
  2. the Customer commits a material breach of any term of the Contract; or
  3. the Customer fails to pay any amount due under the Contract on the due date for payment.
4. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if:
  1. the Customer fails to pay any amount due under the Contract on the due date for payment ;
  2. the Customer becomes subject to any of the events listed in 9.2(b) or 9.2(c), or the Supplier reasonably believes that the Customer is about to become subject to any of them; and
  3. the Supplier reasonably believes that the Customer is about to become subject to any of the events listed in 9.2(a).
Consequences of termination
1. On termination or expiry of the Contract:
  1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt; and
  2. the Customer shall arrange for the return all Supplier Materials. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

General

Force majeure
1. Force Majeure Event means any circumstance not within the Supplier’s reasonable control including, without limitation:
  1. acts of God, flood, drought, earthquake or other natural disaster;
  2. epidemic or pandemic;
  3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
  4. nuclear, chemical or biological contamination or sonic boom;
  5. any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
  6. collapse of buildings, fire, explosion or accident; and
  7. any labour or trade dispute, strikes, industrial action or lockouts;
  8. non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
  9. interruption or failure of utility service.
2. Provided it has complied with clause 11.4, if the Supplier is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event, the Supplier shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
3. The Supplier shall:
  1. as soon as reasonably practicable after the start of the Force Majeure Event but no later than two Business Days from its start, notify the Customer in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
  2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
4. If the Force Majeure Event prevents, hinders or delays the Supplier’s performance of its obligations for a continuous period of more than 40 weeks, the Customer may terminate this agreement by giving one month’s written notice to the Supplier.
Assignment and other dealings
1. The Supplier may at any time assign, mortgage, 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.
2. The Customer 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.
Confidentiality
1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by 13.2.
2. Each party may disclose the other party’s confidential information:
  1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this 13; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
Entire agreement
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.
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.
3. Nothing in this clause shall limit or exclude any liability for fraud.
Variation

Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

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.

Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.If any provision or part-provision of this Contract deleted under this 17 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Notices
1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
2. Any notice or communication shall be deemed to have been received:
  1. if delivered by hand, at the time the notice is left at the proper address; or
  2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
3. This 18 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
Third party rights
1. 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.
2. The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
Governing law and jurisdiction
1. 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 England and Wales.
2. Each party irrevocably agrees that the courts of England and Wales 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.