TERMS AND CONDITIONS OF SUPPLY
Please read these Terms & Conditions carefully. When you sign the Order Form you enter into a legally binding contract with UTILITY PROS (UK) LIMITED based on these Terms & Conditions. If you subsequently change your mind and decide to cancel the contract, you may be liable to pay fees.
1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions save where the context otherwise requires, the following expressions shall have the meanings hereby assigned to them:
“Charges” means the fees to be paid by the Customer to Utility Pros for carrying out the Contract Works, including the price of any variations and/or fluctuations as provided in condition 4.
“Commencement Date” means the date on which the Order Form is executed by the Customer and Utility Pros, at which point the Contract is formed.
“Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by Utility Pros.
“Contract” means the contract to supply the Contract Works which includes these Conditions, the Order Form and the Specifications and any documents referred to therein.
“Contract Works” means the supply of Goods and/or Services described in the Order Form.
“Customer” “you” “your” means the buyer or prospective buyer of the Goods and/or Services from Utility Pros.
“Goods” means the goods described in the Order Form which are to be supplied by Utility Pros under the Contract.
“Indicated Delivery Date” means the date which Utility Pros has notified the Customer as the date on which Utility Pros anticipates making delivery of the Goods and start the installation if required. Where the anticipated date of delivery is changed by Utility Pros, the new date immediately becomes the “Indicated Delivery Date”. For the avoidance of any doubt, the Indicated Delivery Date is not altered by any failure of the Customer to accept or enable delivery to be made on the date provided by Utility Pros.
“Installation” means the installation of the Goods and any other equipment by Utility Pros or any of its contactors.
“Installation Fees” means the fees for the installation of the Goods.
“Marketing Materials” means brochures, drawings, illustrations, literature, samples or such other marketing materials.
“Order Form” means the document or documents in writing setting out the description of the Goods and/or Services to be supplied by Utility Pros together with any Specifications if applicable.
“Preparatory Work” means any work that Utility Pros is contracted to do prior to Installation of the Goods.
“Services” means the services described in the Order Form (including, but not limited to delivery, inspection, Installation, repair, commission, commission supervisions and/or provision of other professional services) which are to be supplied by Utility Pros under the Contract.
“Specifications” means the specifications and/or special conditions set out in the Order Form or any document or documents in writing and any documents referred to therein.
“Utility Pros” “we” “us” means UTILITY PROS (UK) LIMITED, company number 08184031, registered in England and Wales, registered office Unit 1 Lodge Yard Business Centre, Kingswood, Aylesbury, England, HP18 0QJ
1.2 In these Conditions if reference is made to any document being signed on behalf of Utility Pros or agreed in writing by Utility Pros that document must be signed by a director of Utility Pros or by another person authorised by Utility Pros to sign on their behalf.
1.3 Any reference to an Act of Parliament or any Order, Regulation, Statutory Instrument or the like shall include implicitly a reference to any amendment or re-enactment of the same.
1.4 Except where the context otherwise requires, words denoting the singular include the plural and vice versa; words denoting any gender include all genders; words denoting persons include firms and incorporated bodies and vice versa.
1.5 Headings are for ease of reference only and do not affect the construction of these Conditions.
1.6 Unless otherwise specifically agreed by Utility Pros in writing to be so in the event of any apparent contradiction between the wording of any of the Conditions and of the Contract or between any part of the Order Form and/or Specifications and any other part of the Contract, the wording of the Order Form and/or Specifications shall take precedence over the wording of these Conditions, and the wording of these Conditions and the Order Form and/or Specifications shall take precedence over the wording of any other part of the Contract.
1.7 Any drawings diagrams, photographs, plans, maps, markings and notes on any documentation issued by Utility Pros are for illustration purposes only and are subject to change by Utility Pros. Any errors or accidental omissions by relating to any part of the Contract documents may be rectified by Utility Pros at no extra cost to Utility Pros.
1.8 Quotations issued by Utility Pros do not constitute an offer capable of acceptance by the Customer to form a Contract, or create any binding obligation upon Utility Pros. Any quotation issued constitutes an invitation to treat and Marketing Materials provided by Utility Pros should be used as a guide only.
1.9 Any order or instruction to Utility Pros must be in writing or by email to Utility Pros and no confirmation of any such orders or instructions shall be binding on Utility Pros unless confirmed by Utility Pros in writing or by email.
2. CONTRACT
2.1 All the terms of the Contract between the Customer and Utility Pros are contained in these Terms & Conditions and the Order Form provided to the Customer by Utility Pros.
2.2 The Contract shall be formed when both Utility Pros and the Customer sign the Order Form for the Contract Works, at which point the Contract shall start, the Commencement Date. The Contract shall incorporate these Conditions, the Order Form and the Specifications and it shall govern the supply of the Contract Works by Utility Pros to the Customer and prevail over any term or condition put forward by the Customer, unless Utility Pros expressly agrees in writing to the contrary. No other conduct of Utility Pros, its employees or agents constitutes acceptance of any term or condition put forward by the Customer.
2.3 Without prejudice to any other conditions hereof, no deletion, omission or exception from, addition to or variation of the Contract shall be valid or of any effect unless it is agreed in writing by Utility Pros.
2.4 No employee or agent of Utility Pros (other than a director, in writing) is authorised to make any representation on behalf of Utility Pros, whether orally, in writing or by conduct. No such representation (other than as specifically agreed by Utility Pros, in writing) is to be binding upon Utility Pros.
2.5 Utility Pros will us all reasonable endeavours to keep information in Marketing Materials relevant and up to date. However, such information should be used as a guide only because products and services are frequently updated and changed. Utility Pros shall not be liable in the event the Goods do not comply with the Marketing Materials.
- The Order Form will include the following information:
- details of the Goods and Services to be supplied;
- any Specification and special conditions applicable to the order;
- the cost for the Goods and Services (“Charges”), including VAT and schedule of payment(s) if applicable;
- arrangement for delivery including delivery fees (if any);
- arrangement for the Installation including costs (if any);
- details of any additional fees and costs which may be required and who will be responsible for the payment of those fees and costs;
- the duration of the Contract;
- any disclaimer, guarantees or after-sales services applicable.
2.7 Utility Pros reserves the right at its sole discretion to accept or refuse an order placed by the Customer until an inspection of the premises has been carried out.
3. CONTRACT WORKS
3.1 The Contract is for the supply of the Contract Works as set out in the Order Form including the Specifications. In other words, the specific Goods and/or Services supplied are set out in the applicable Order Form.
3.2 By entering into the Contract, the Customer authorises Utility Pros to carry out any Preparatory Work specified in the Order Form. If the Customer cancels the Contract after commencement of the Preparatory Works, the Customer will be charged at Utility Pros’ sole discretion, either the full Charges for the Preparatory Works set out in the Order Form or a reasonable proportion of the Charges relating to the Preparatory Works set out in the Order Form.
3.3 Utility Pros may need to make minor changes to the Goods specified on the Order Form if there is a change in laws, regulatory or technical requirements or improvements. These changes will not adversely affect the use or nature of the Goods.
3.4 The Customer may request changes to the Specifications of the Goods before delivery. In this circumstance Utility Pros will advise if the requested change is possible and any consequences of that, including to the Charges, the Indicated Delivery Date or anything else. Any agreed change will be confirmed by Utility Pros in writing.
3.5 Following Utility Pros’ Preparatory Work it may become apparent that it will be necessary to make substantial changes to the Order Form. Where this is the case Utility Pros will discuss the requested substantial changes with the Customer to determine if the changes are possible and any consequences, including to the Charges, the Indicated Delivery Date or anything else. If significant changes are required and the Customer wishes not to proceed with the substantial changes the Contract will be terminated and the Customer will receive a refund of any deposit paid less, at Utility Pros’ discretion, any fees and charges due for the Preparatory Work completed up to the date of termination. Where the Customer wishes to proceed with the substantial changes, any agreed change must be confirmed by Utility Pros in writing.
4. CHARGES
4.1 The full Charges will be set out in the applicable Order Form. Utility Pros reserves the right to vary the Charges for the Contract Works where parts, materials and/or labour costs increase due to factors that are beyond Utility Pros’ reasonable control. All the prices displayed by Utility Pros include VAT unless otherwise stated.
4.2 Unless otherwise agreed by Utility Pros in writing, the Charges are exclusive of delivery charges, Installation Fees, Preparatory Work, packaging, insurance, and of any lifting tackle, specialist tools or machinery and rough labour required for the off-loading, positioning or erection of the Contract Works. All such charges and costs are in addition and are to be borne by the Customer. The Customer shall be responsible for the disposal of all packaging and waste resulting for the Contract Works. Debris will be removed from the premises as part of the Charges, but this does not include the removal of any dangerous/hazardous waste material (e.g. asbestos or like) which we may become aware of before or during the Installation. It is the responsibility of the Customer to arrange for the safe removal and disposal of such waste material from the site at their own expense.
4.3 Except where stated otherwise, all prices are exclusive of VAT which shall be due at the rate ruling on the date of the VAT invoice and of any other sales taxes, import or export taxes.
4.4 In the event of suspension or cancellation of the Contract Works at the request of the Customer, or due to lack of instructions or delays caused by matters beyond the control of Utility Pros, any extra expenses thereby incurred or losses suffered by the Utility Pros shall be chargeable to the Customer in addition to the Charges for the Contract Works.
4.5 The costs of servicing the Goods after Installation are not included in the Charges unless explicitly stated in writing in the Order Form. The Customer shall be responsible to organise and retain service records which must be produced to Utility Pros or the manufacturer upon request when making a claim under the warranty. After the Installation, Utility Pros will register any warranty with the manufacturer and provide the Customer with the relevant details.
5. PAYMENT
5.1 Utility Pros may, at its absolute discretion, allow the Customer to pay on an account or other basis. In all other cases, payment must be made in full upon placing the order or within 14 days from the date of the order, unless otherwise agreed by Utility Pros in writing in the Order Form.
5.2 Receipt or banking by Utility Pros of a deposit does not constitute acceptance of the Customer’s order. Except where the Customer’s order is not accepted by Utility Pros (or where the Contract is subsequently cancelled by Utility Pros in accordance with Clause 11), any deposit paid is non-refundable.
5.3 If Utility Pros has agreed to payment on an account basis the Customer shall pay the Charges:
5.3.1 by such instalments and at the times specified by Utility Pros in the Order Form or any document provided by Utility Pros and the time of each payment specified being the due date for such payment (“the Due Date”); or
5.3.2 If no instalment or times for payment are specified by Utility Pros pursuant to clause 5.3.1 then the balance of the Charges shall be payable before delivery and this shall be deemed the Due Date.
5.4 If the Customer fails to pay any sum in full by the Due Date for payment, then:
5.4.1 the Customer shall pay to Utility Pros interest on such unpaid sum at whichever shall be the greater of 8% per year and the rate per year equivalent to 5% above the base lending rate of Bank of England; and
5.4.2 Utility Pros may, at its absolute discretion: (i) require the Customer to pay the whole of the outstanding balance of the Charges (including any variations) within 14 days of demand; and/or (ii) withhold further performance of the Contract Works by Utility Pros until all due sums are paid and charge to the Customer any additional costs or losses thereby incurred; and/or (iii) determine the Contract in accordance with Clause 10.3.
5.5 During the order process, the Customer may choose to pay for Goods and/or Services using a finance package, in this instance Utility Pros may introduce the Customer to a third-party finance provider on a referral only basis. The Customer will need to enter into a separate agreement with the finance provider. Payments will be automatically processed between Utility Pros and the finance provider when the relevant payment becomes due. Where the Customer entered into a credit agreement with a finance provider, the terms of the finance agreement will also apply as part of the Contract.
5.6 Payment is only deemed to have been received once the funds are showing in Utility Pros’ bank account as cleared funds.
6. DELIVERY
6.1 Unless otherwise agreed by Utility Pros in writing, the place of delivery of the Goods will be the premises of the branch of Utility Pros where the Customer submitted its order. Where delivery is agreed to be made to any other premises, this will be to ground level and Utility Pros shall not be required to deliver to any specific place in the Customer’s premises. The Customer or any of its representatives must to be present at the premises on delivery
6.2 Utility Pros will use best endeavours to ensure that delivery and Installation happen on time, however, time for delivery and Installation by Utility Pros are not of the essence and the Indicated Delivery Date or any other dates whilst given in good faith are an estimate only of the approximate date of delivery/Installation. Utility Pros reserves the right to delay the Installation for any reason; failure of Utility Pros to deliver on time by the Indicated Delivery Date will not entitle the Customer to cancel the Contract. If the Customer wishes to change the arranged Indicated Delivery Date they will have to notify Utility Pros in writing of such change and suggest a new delivery date; Utility Pros will discuss any reasonable changes to the Indicated Delivery Date with the Customer.
6.3 Where Goods are to be delivered to the Customer and Utility Pros has provided an Indicated Delivery Date, the Customer must provide all necessary access, labour, equipment and machinery to accept delivery on the Indicated Delivery Date, save only to the extent that Utility Pros has agreed in the Contract to provide the same.
6.4 The Customer shall be responsible for notifying Utility Pros of any local restrictions that could affect delivery.
6.5 In the event of the Customer’s failure, within 2 working days after notification of readiness by Utility Pros, either to collect the Goods from Utility Pros’ premises where delivery is to be from Utility Pros’ premises or, where delivery to the Customer’s premises has been agreed, to accept such delivery, the Customer will be liable to pay a storage charge to Utility Pros of £100 per day (or such higher charge, including insurance, as may be incurred by Utility Pros) until actual delivery or until the Customer puts Utility Pros in a position where Utility Pros is able to make such delivery.
6.6 Unless otherwise agreed in writing by Utility Pros, Utility Pros shall not be required to carry out any assembly or commissioning of any Goods other than at the agreed delivery address in mainland United Kingdom.
6.7 If the Contract provides for assembly and commissioning, unless otherwise agreed in writing by Utility Pros, the Customer will be responsible for the connection of all services to the Goods before being commissioned by Utility Pros.
6.8 Risk in the Goods passes to the Customer upon delivery. The Customer acknowledges and agrees to keep the Goods secure and dry once delivered. If once delivered the Goods are damaged after being removed from the packaging the Customer will be liable for the costs of the Goods.
7. INSPECTION & INSTALLATION
7.1 The Customer will inspect the Goods at the point of delivery, to ensure that they are complete, in good order and in accordance with the Contract.
7.2 Any missing parts, defect or non-conformity with the Contract that is capable of discovery on reasonable inspection must be notified to Utility Pros in writing on the delivery note.
7.3 Signature of a delivery note by or on behalf of the Customer constitutes acceptance that the Goods have been delivered complete, in good order and in conformity with the Contract, except:
7.3.1 where the delivery note is endorsed to the contrary, or
7.3.2 in respect of missing parts, defects or non-conformity with the Contract not capable of discovery on reasonable inspection (when the same must be notified to Utility Pros in writing within 2 working days of delivery (time being of the essence), which the Customer agrees to be a reasonable period given the nature and type of Goods supplied).
7.4 Utility Pros is under no obligation to insect or carry out any testing on any existing equipment (except as part of their regulatory duties). The risk of any of the existing system failing once the Goods are Installed is solely the responsibility of the Customer.
7.5 Each Installation is different, Utility Pros will inspect the site prior to Installation. If, upon physical inspection of the site, it is determined that Goods ordered are unsuitable or technically not possible to be Installed, due to no fault of the Customer and/or Utility Pros, Utility Pros will inform the Customer of such and discuss alternative options. If the alternatives option proposes are not accepted, or if no alternatives can be offered, then Utility Pros will fully refund all Charges paid and remove any materials that may have already been delivered to the site. However, if the Installation is not possible due to incorrect, incomplete or misleading information provided by the Customer, Utility Pros will be entitled to charge the Customer all costs and expenses incurred.
7.6 If, upon inspection of the site Utility Pros determines that more equipment or more work is required, Utility Pros will inform the Customer of the changes including any delay in delivery and Installation and additional Charges. If the Customers decides not to proceed with the changes suggested Utility Pros will refund the Charges unless it is established that the Customer provided incorrect, incomplete or misleading information which entitles Utility Pros to charge the Customer costs and expenses incurred.
7.7 Prior to Installation Utility Pros will inspect existing relevant infrastructures to ensure they meet regulatory standards and are suitable. If following the inspection it becomes apparent that there are issues with existing relevant infrastructures, we will notify you of such and the Customer will have the option to either remedy the issues prior to Installation or cancel the Contract. If the Customer cancels the Contract following inspection rather than remedy the reported issues the Customer will be responsible for all costs and expenses incurred by Utility Pros. Please be aware that Utility Pros will not install Goods where existing relevant infrastructures have been deemed unsuitable in which case the Customer is required to find another provider for the Installation. In such circumstances the Customer will be liable to pay the Charges in full as if the Installation had been completed.
7.9 Utility Pros may take pictures of installed Goods and relevant infrastructure for internal and marketing purposes; the Customer agrees to such picture to be taken.
7.10 Upon completion of Installation, the Customer may inspect the work for approval. If Utility Pros is satisfied that the Installation is complete and the Customer is satisfied with the Installation, the installation will be deemed complete.
7.11 Utility Pros will only remove waste from the premises only if the waste is the result of the Services and/or Goods provide and the Customer agreed in advance in the Order Form to pay the fees for the wates removal. Pease note that Utility Pros will not be responsible for removing any waste which is not produced as a direct consequence of our performance of the Services or delivery of the Goods. If the Customer wishes to keep any old equipment or material that will be removed as part of any Installation, they must let Utility Pros know on the day of the Installation.
7.12 Any changes from the Specifications detailed in the Order Form will only apply if agreed to by the parties in writing.
7.13 For the avoidance of any doubt Utility Pros can cancel the Contract for any reason whatsoever. Should Utility Pros cancel the Contract, Utility Pros will refund any money paid by the Customer in relation to the Contract unless the cancellation is due to a fault of the Customer.
8 CUSTOMER’S RESPONSIBILITIES
8.1 The Customer warrants:
8.1.1 that they have the right to contract with Utility Pros for the Contract Works at the premises where they are to be delivered to and/or supplied;
8.1.2 that they have obtained all necessary licences and/or approvals from any third party to allow Utility Pros to supply the Contract Works;
8.1.3 that they will supply Utility Pros with such information, rights of access, parking availability, mains electricity and water services that Utility Pros may reasonably require in order to deliver the Contract Works;
8.1.4 that they have notified Utility Pros in writing prior to the formation of the Contract of any matter relating to the premises at which the Contract Works are to be supplied which may affect Utility Pros’ ability to supply the Contract Works;
8.1.5 that they will ensure that Utility Pros and its representatives have full and free access to the premises at which the Contract Works are to be supplied(both internal and external access will likely be required). For the avoidance of any doubt, it is the responsibility of the Customer to ensure there is adequate vehicle parking and any charges for parking are to be paid by the Customer;
8.1.6 that they will use best endeavours to ensure the health and safety of Utility Pros’ employees, agents or subcontractors who visit the premises and ensure that the supply of the Contract Works does not pose a risk to Utility Pros’ employees’, agents’ or subcontractors’ health and safety;
8.1.7 where in Utility Pros’ sole opinion health and safety provision is inadequate, or in case the Customer fails to fulfil any of its responsibilities set out in this clause 8, Utility Pros shall be entitled to reject, suspend, or cancel the supply of the Contract Works;
8.1.8 existing electrical systems and other equipment are in working order;
8.1.9 to provide a safe and respectful workplace for any persons attending the premises to carry out the Contract Works. Utility Pros takes seriously any threatening, abusive or violent behaviour against its staff. Where an incident of rude, threatening, abusive or violent behaviour towards our staff occurs, they are instructed to immediately leave the premises and the incident will be reported to the police. If this happens, it will be at the sole discretion of Utility Pros if a reattendance is arranged and what the charge for such a reattendance will be. Utility Pros reserves the right to terminate the Contract should the work environment be deemed unsafe for our staff. For the avoidance of any doubt, no refund will be due from Utility Pros where the premises are is vacated for reasons of safety, abuse or general rudeness.
9. CONFORMITY OF GOODS & WARRANTIES
9.1 Utility Pros warrants that, unless otherwise specifically notified to the Customer, all Goods will comply with their manufacturer’s specification for a period of 12 months from the actual date of delivery by Utility Pros or for such other period as specified in writing by Utility Pros in the Order Form or any other document.
9.2 Utility Pros warrants that any Service provided will be supplied with reasonable care and skill.
9.3 All warranties given are subject to the manufacturer’s warranty conditions which are available on request from Utility Pros. Goods will be registered by Utility Pros and guaranteed by the manufacturer. In other words, after the Installation, Utility Pros will register the Goods warranty with the manufacturer and will email the Customer the relevant details. For the avoidance of doubt, the warranty is provided by the manufacturer of the Goods supplied and not by Utility Pros.
9.4 The validity of the manufacturer’s warranty will be subject to the Goods being serviced every 12 months. Most Goods come with a manufacturer backed parts and labour warranty, provided they have been inspected and maintained annually. The cost of servicing and inspecting the Goods after Installation is not included in the Charges unless otherwise stated in writing in the applicable Order Form. The Customer must organise and retain service records for the Goods, which must be produced to Utility Pros or the manufacturer upon request when making a claim under the warranty.
9.5 The warranty applies specifically to the Goods installed as part of this Contract. Any existing products, electrical cabling, or other equipment or other devices are completely excluded from any warranty offered. Utility Pros will not be liable for any defect or damage caused by any failure of the Customer to comply with the manufacturer’s written instructions.
9.6 The Customer agrees that in selecting the Goods the Customer has placed no reliance on any opinion expressed by Utility Pros as to the suitability of the Goods for any proposed use, unless such opinion is in writing signed on behalf of Utility Pros.
9.7 During the warranty period, the Customer will afford to Utility Pros (at Utility Pros’ option) a reasonable opportunity to inspect the Goods either on site or elsewhere and to carry out any works necessary to bring the Goods up to the required specification.
9.8 Unless otherwise agreed in writing by Utility Pros, Utility Pros shall not be liable for any warranty on the Goods if:
9.8.1 any part is fitted to the Goods which is not the manufacturer’s genuine part; or
9.8.2 if the Goods are outside mainland United Kingdom.
9.9 Neither Utility Pros nor the manufacturer of the Goods will be liable to the Customer, whether under the Contract or otherwise where any failure, fault or problem arises as a result of:
9.9.1 any failure by the Customer or third parties in the care, operation, inspection, servicing, or maintenance of any of the Goods which is not done strictly in accordance with the manufacturer’s instructions. The Customer is responsible for maintaining full and accurate service records for all Goods supplied and without such records any warranty will be void;
9.9.2 any damage caused by the Customer or third parties in attempting to repair a fault with the Goods, without the written consent of Utility Pros;
- any deliberate, negligent or careless damage or vandalism to the Goods; and
9.9.4 any damage caused by circumstances outside the control of Utility Pros or the manufacturer.
9.10 The Customer must notify the manufacturer of any warranty claim in respect of the Goods or components of the Goods as soon as reasonably possible once aware of the fault. Utility Pros will not be responsible for any third-party costs that the Customer may incur if they choose to instruct another organisation to remedy any issue.
9.11 For the avoidance of any doubt the Customer acknowledges and agrees that the following are not covered by the warranty:
9.11.1 timers, controls, radiators, towel rails, pipework, drains;
9.11.2 lamps, bulbs or filaments;
9.11.3 thermostats, lockout devices or other such devices that may be connected to the Goods.
10 LIABILITY
10.1 Save as referred to in this Contract, and to the maximum extent permitted by law, Utility Pros shall not under any circumstances be liable to the Customer whether in contract, tort or otherwise, for any loss, damage or injury however caused or arising out of, or in the course of, or in connection with, the provision by Utility Pros of the Services or the use or occupation by Utility Pros or it’s servants or agents of any premises or site made available under this Contract.
10.2 Utility Pros shall not be liable to the Customer for any loss of profit, business or production or for any similar loss or damage whether direct, indirect or consequential however caused.
10.3 Utility Pros’ total liability for damage to property caused by its negligence is hereby limited to £500,000 GBP for any one event or series of connected events. Utility Pros’ total liability to the Customer whether in contract, tort (including negligence), misrepresentation (whether innocent or negligent) breach of statutory duty, or otherwise, arising under or in connection with any Contract Works, or other performance or non-performance of Utility Pros’ obligations under the Contract is otherwise limited to the aggregate of all Charges paid and/or payable by the Customer under the relevant Contract Works during the preceding twelve months prior to the claim. The Customer agrees that this is reasonable, having regard to the nature of the Contract Works.
10.4 Sub-clause 10.1 to 10.3 above shall not apply so as to exclude liability arising out of any deliberate or negligent act or omission of Utility Pros or any of its employees giving rise to death or personal injury or any other liability which cannot be limited or excluded by applicable law.
10.5 The Customer warrants that existing pipework, valves, radiators, underfloor heating systems and other equipment are in working order. If they have been poorly installed or have become faulty any such failure or damage shall in no way be the responsibility of Utility Pros.
10.6 Notwithstanding anything to the contrary contained herein, Utility Pros accepts no liability for any damage to existing plaster work, decorations, flooring etc. which may result from carrying out the Contract Works. Floor boards will be reinstated or replaced where necessary but special and/or laminated floors cannot be permanently re-fixed. Any carpets which are lifted will be re-laid as far as possible, however, Utility Pros cannot be held responsible for carpets which have been nailed or glued down. It should be anticipated that an amount of redecoration may be required, this will be the Customer’s responsibility and costs.
10.7 The Customer understands that during/after any plumbing work carried out by Utility Pros there could be changes in the water pressure in existing plumbing. Whilst Utility Pros will exercise reasonable care in assessing the suitability of existing systems/pipework for any likely changes in pressure, Utility Pros will not be liable for any damage caused to existing plumbing installations or any consequential damage caused by the failure or incompatibility of existing pipework, taps, valves, showers, other fittings or any appliances.
10.8 Whilst Utility Pros will take reasonable care it shall not be liable to damage to wiring, plumbing and other services at the property as result of carrying out the Contract Works.
10.9 Utility Pros shall not be liable for any damage to the premises which is caused as a direct result of structural defects or weaknesses at the Installation site whether they are visible or not. The Customer shall ensure the structural integrity of the premises and shall engage an appropriately qualified structural surveyor prior to the Installation.
10.10 Utility Pros shall not be liable to ensure that materials used during the Installation match any existing materials. The Customer agrees to make available their own materials, at their expense, at the time of Installation if they would like a specific material (such as a matching brick) to be used.
10.11 it is the responsibility of the Customer to undertake a party wall agreement with any neighbouring properties where required prior to Utility Pros carrying out the Contract Works.
11. CANCELLATION & TERMINATION
11.1 The Customer may cancel the Contract and their order at any time in accordance with the terms of this clause.
11.2 To cancel the Contract in accordance with this clause the Customer must notify Utility Pros in writing as soon as possible. To exercise the right to cancel the Contract the Customer must send (including by electronic mail) or personally deliver a cancellation notice to Utility Pros. The cancellation notice should be sent to: Unit 1 Lodge Yard Business Centre, Kingswood, Aylesbury, Buckinghamshire, HP18 0QJ or Email: admin@utilitypros.co.uk. Cancellation notice sent by post will take effect as soon as it is posted to the address given above. Cancellation notice sent by email will take effect on the date the email is sent to the email address set out above.
Cancellation within 14 days from the date of the Contract
11.3 The Customer may cancel the order and the Contract with Utility Pros for the Goods and/or Services, without giving any reason, at any time within the period of 14 days starting with the date on which the Contract is formed which is the date Utility Pros executes the Order Form agreeing to supply the relevant Goods and/or Services.
11.4 If the Customer cancels the Contract within 14 days from the date of the Contract and no Goods have been provided or Services carried out (including any Preparatory Work), the Customer shall be entitled to a full refund of any monies paid for the cancelled Goods and/or Services including the deposit if any.
11.5 If the Customer cancels the Contract within 14 days from the date of the Contract and Utility Pros have provided any Goods and/or carried out any Services (including any Preparatory Work), Utility Pros will charge reasonable fees in proportion with the value of the work carried out, provided the Customer in the Order Form expressly requested for the work to be carried out within 14 days cancellation period.
11.6 The Customer acknowledges that by entering into the Contract, the Customer will give Utility Pros permission to go ahead with any Preparatory Work specified in the Order Form. If the Customer changes his/her mind and cancels the Contract after commencement of these Preparatory Works, the Customer will be charged a reasonable proportion of the Charges for those Preparatory Works as set out in the Order Form. In other words, If the Customer cancels the Contract within 14 days of the Contract date and work has commenced, Utility Pros will charge the Customer reasonable costs for any work (e.g. Preparatory Works, Installation) already carried out and/or any Goods already Installed at the premises. Work is deemed to have commenced on the morning of the agreed Indicated Delivery Date.
11.7 The Customer acknowledges and agrees that where Utility Pros has completed (or partially completed) the Installation within 14 days of the date on which the Contract is formed, cancellation will result in the Customer paying fees for the Goods and Services provided up to the date of cancellation which means that the Customer could be charged a significant proportion of the Charges and incur further reasonable costs. Also, the Customer agrees:
11.7.1 to allow Utility Pros to return and enter the promises to remove the Goods. Utility Pros will carefully remove the Goods and leave the premise in safe, secure, and watertight conditions;
11.7.2 that Utility Pros is under no obligation to refit old equipment back into the property; and
11.7.3 to pay Utility Pros all fees for the work done up to the cancellation date which may include Installation plus any additional sums to reflect the costs in de-installing and removing the Goods from the premises.
Cancellation after 14 days from the date of the Contract
11.8 Where the Customer wishes to withdraw from the Contract, Utility Pros may in its absolute discretion allow the Customer to do so on the immediate payment of the value of any work already undertaken by Utility Pros, including but not limited to material costs, labour costs, third party costs, profit costs on work done, any abortive delivery costs and/or storage costs, together with a cancellation administration charge specified by Utility Pros.
11.9 Where the Customer wishes to cancel the Contract and the order after 14 days of the date on which the Contract is formed, Utility Pros may in its absolute discretion allow the Customer to do so and the Customers acknowledges and agrees that:
11.9.1 he/she will lose the deposit paid if any; and
11.9.2 he/she will be liable to immediately pay Utility Pros any reasonable costs incurred, including but not limited to material costs, labour costs, third party costs, Services performed, or Goods delivered up to and including the date of cancellation, any abortive delivery costs and/or storage costs, together with a cancellation administration charge specified by Utility Pros.
11.10 For the avoidance of doubt, if the Customer wishes to cancel the Contract on or after the end of the 14th day from the date on which the Contract is formed and Installation of the Goods and the performance of the Services have been completed, the Customer will be unable to cancel and therefore is responsible for the full Charges.
11.11 In the event that Utility Pros is unable to provide the agreed Goods or Services, Utility Pros’ liability will be limited to a full refund to the Customer of all sums paid by the Customer under the Contract and which will in any event only be refundable if the inability of Utility Pros to provide the agreed Goods and/or Services is otherwise than due to the default of the Customer.
11.12 If the Customer:
11.12.1 fails to make any payment due to Utility Pros (including any VAT) on or before the Due Date;
11.12.2 interferes with or obstructs the carrying out of the Contract Works by Utility Pros or fails (whether by failing to make suitable arrangements to accept or take delivery from Utility Pros or otherwise) to permit, accept or take delivery on the Indicated Delivery Date;
11.12.3 suffers an execution to be levied on his goods or, if the Customer consists of one or more individuals, if any such individual dies, enters into a composition or arrangement for the benefit of his creditors or has a receiving order in a bankruptcy made against him;
then Utility Pros may, without prejudice to its other rights or remedies, terminate the Contract forthwith by written notice. Upon such termination or upon any other breach by the Customer of the Contract, all sums under the Contract become immediately due and the Customer will immediately pay to Utility Pros the full amount of any losses, costs or expenses incurred by Utility Pros as a result of such termination or breach, including but not limited to material costs, labour costs, abortive delivery costs, storage costs and loss of profit.
11.13 Where the Customer cancels the Contract, either before or after 14 days from the Contract formation, and the Goods have been delivered by Utility Pros, the customer is responsible for keeping the Goods to be refunded secure and provide access for collection when required.
12. SET OFF
Utility Pros shall be entitled to set off against any sums due from Utility Pros to the Customer any sum due from the Customer to Utility Pros.
13. TITLE TO GOODS
13.1 Title to the Goods will remain with Utility Pros and does not pass to the Customer until the Customer has paid all Charges and sums due to Utility Pros in respect of such Goods and on any other account in full without any set-off or counterclaim or a properly executed finance agreement is in place with a finance provider who will pay Utility Pros for the Goods and Services on behalf of te Customer. Even though title has not passed, Utility Pros will be entitled to sue for their price once payment is due.
13.2 All Goods supplied remain the property of Utility Pros even though installed, by way of a lien, until fully paid for, Utility Pros reserves the right of re-entry to remove any such goods whether fixed or otherwise, which remain unpaid for. In other words, until title in the Goods has passed to the Customer, the Customer will hold them as bailee for Utility Pros and will keep them properly protected and insured and store them separately from any similar goods of the Customer or any other person in such a way that they remain easily identifiable as Utility Pros’ property.
13.3 If, before title passes to the Customer, any of the Goods supplied to the Customer are incorporated in or used as an addition to other goods not supplied by Utility Pros, the property in the whole of such goods will be and remain with Utility Pros until full payment has been received and all Utility Pros’ rights pursuant to these Conditions will extend to those other goods.
13.4 If any payment is overdue in whole or in part then until title in the Goods has passed to the Customer, Utility Pros may (without prejudice to any of its other rights) recover or resell the Goods or any part of them. The Customer hereby grants Utility Pros, its servants or agents, an irrevocable licence to enter upon any premises of the Customer or any third party where the Goods are stored, to repossess the Goods.
14. NOTICES AND INSTRUCTIONS
14.1 No notice served upon Utility Pros shall be valid or effective unless sent by recorded delivery, pre-paid post or delivered by hand (but not by fax or e-mail) to Utility Pros at its registered office.
14.2 Any notice served upon the Customer shall be valid and effective from the date of receipt if addressed to the Customer and sent by recorded delivery, pre-paid post or delivered by hand to the premises referred to in the Contract.
15. CONFIDENTIALITY
15.1 The Customer shall not at any time make use for its own purposes of, or disclose to any person (except as may be required by law), any information contained in any material provided to him by Utility Pros pursuant to the Contract, all of which information shall be deemed confidential.
15.2 The Customer shall not dispose nor part with possession of any material provided to him by Utility Pros pursuant to the Contract or prepared by Utility Pros pursuant to the Contract, other than in accordance with the express written instructions of Utility Pros.
16. WAIVER
Failure by Utility Pros at any time to enforce the provisions of the Contract or to require performance by the Customer of any of the provisions of the Contract shall not be construed as a waiver of any such provision and shall not affect the validity of the Contract or any part thereof or the right of Utility Pros to enforce any provision in accordance with these Conditions.
17. SEVERANCE
If any provision of the Contract shall become or shall be declared by any court of competent jurisdiction to be void invalid or unenforceable as drawn but would be valid if its application was reduced or if some part of the Condition was deleted the Condition shall apply with such modifications as to make it valid and effective but subject thereto if it is still found to be invalid or unenforceable it shall be deemed to be deleted from the Contract and the remaining provisions of the Contract shall remain in full force and effect.
18. FORCE MAJEURE
18.1 Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations. Inability to pay is not Force Majeure.
18.2 Utility Pros will not be liable for any failure to perform any of its obligations under the Contract where such failure is due to any event beyond the reasonable control of Utility Pros. In such circumstances Utility Pros shall be entitled to a reasonable extension of the time for performing such obligations provided that it promptly notifies the Customer of the Force Majeure event and its expected duration; and uses reasonable endeavours to minimise the effects of that event. If the period of delay or non-performance continues for twelve months, the Customer may terminate the Contract by giving written notice to Utility Pros and shall be entitle to a full refund of Charges paid.
19. THIRD PARTY RIGHTS
Unless otherwise agreed in writing by Utility Pros, nothing in the Contract confers or purports to confer on any person not a party to the Contract any right to enforce any term or condition of the Contract.
20. GOVERNING LAW & JURISDICTION
The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales, and the parties irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).
21. CONTACT US
21.1 If the Customer has a concern or complaint about the Goods or Services, they shall contact Utility Pros as soon as possible by writing to: Unit 1 Lodge Yard Business Centre, Kingswood, Aylesbury, Buckinghamshire, HP18 0QJ or alternatively emailing at: admin@utilitypros.co.uk. If the Customer needs to call Utility Pros, they can do so by calling 0800 2118900
21.2 All communication between the Customer and Utility Pros will be by email. The Customer’s email address used by Utility Pros will be the same one supplied by the Customer during the ordering process.
21.3 As stated above, Goods may have a manufacturer’s warranty. If the fault is a manufacturing fault, Utility Pros will work with the manufacturer to repair or replace the Goods. For convenience, many manufacturers prefer to deal directly with customers, but Utility Pros will retain primary responsibility for resolving the concern or complaint.