OXFORD AIR CONDITIONING LIMITED

TERMS OF BUSINESS

The following are the terms (“Terms”) on which Oxford Air Conditioning Limited (“we” “our” or “us”) agree to supply goods (“Goods”) and services (“Services”) to you (“you” or “your”).

Business To Business

1     Contract

1.1     If you would like us to install refrigeration, ventilation or air conditioning equipment or provide maintenance services, we will provide you with a written quotation detailing the Goods and Services required and the price, together with our accreditation pack. Our quotations are valid for 30 days only. If you would like to proceed with a quotation you must issue a written order which includes the reference number of a valid quotation.

1.2     If you would like us to provide reactive maintenance for your existing air conditioning equipment, you may place an order verbally or in writing.

1.3     In either of the scenarios described in clauses 1.1 and 1.2 above, no orders for Goods and Services submitted by you shall be treated as having been accepted by us, unless and until confirmed by us (“Order Confirmation”). The Order Confirmation will normally be in writing, unless you have requested urgent reactive maintenance in which case, to allow us to supply the Goods and Services as soon as possible, we may at our discretion provide the Order Confirmation to you orally, to follow in writing as soon as reasonably practicable.

1.4     You shall be responsible for ensuring the accuracy of the terms of any order and for checking that the Order Confirmation is correct.

1.5     No order which we have accepted may be cancelled by you.

1.6     These Terms apply to the exclusion of any other terms that you seek to impose.

2     Supply of Goods and Services

2.1     We shall supply the Goods and Services to you in accordance with the Order Confirmation in all material respects.
2.2     We shall use reasonable endeavours to meet any timescale specified in the Order Confirmation, but any timescale shall be an estimate only.  We shall not be liable for any delay in supplying the Goods and Services.
2.3     Our engineers carry a stock of spare parts in their vans but when requesting reactive maintenance you acknowledge that some spare parts may need to be ordered if they are not carried in van stock.
2.4     We shall have the right to make any changes to the Goods and Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Goods and Services, and we shall notify you in any such event.
2.5     We warrant to that:
2.5.1    the Goods will be of satisfactory quality for the period set out in our quotation; and
2.5.2    the Services will be supplied using reasonable skill and care and in accordance with all applicable laws and regulations, including those relating to health and safety.
2.6     The warranty in clause 2.5 will not apply where the defect is a result of fair wear and tear, neglect, failure to follow our or the manufacturer’s instructions,  abnormal use of the equipment or where you have altered or repaired the equipment without our approval. You further acknowledge that while we make every effort to give our customers satisfaction when maintaining and repairing equipment, we cannot guarantee that further faults will not develop as the equipment contains numerous component parts and a breakdown which occurs following one repair may give rise to symptoms identical to those that were present at the time of the earlier breakdown.
2.7     Where we supply Goods from a manufacturer for whom we are an authorised support partner, you will be entitled to the manufacturer’s warranty for them provided that the Goods have been installed and maintained exclusively by us during the warranty period.
2.8     We shall use reasonable endeavours to comply with general industry service standards applicable to the Goods and Services and such accreditations as we may obtain from time to time.
2.9     We may agree to provide you (on a rental or free of charge basis) with temporary equipment while a repair is underway provided always that you acknowledge that such equipment belongs to us at all times and that we, may at our sole discretion, remove it from your premises at any time.

3     Your Obligations

3.1     You shall:
3.1.1    co-operate with us in all matters relating to the Goods and Services;
3.1.2    provide us, our employees, agents, consultants and subcontractors, with access to your premises and other facilities as reasonably required by us;
3.1.3    provide us with such information and materials as we may reasonably require in order to supply the Goods and Services and ensure that such information is accurate in all material respects;
3.1.4    prepare your premises for the supply of the Goods and Services;
3.1.5    obtain and maintain all necessary licences, permissions and consents which may be required before the Goods and Services are supplied; and
3.1.6    keep and maintain all our equipment, tools and other property at your premises in safe custody at your own risk, and not dispose of or use it other than in accordance with our instructions.
3.2     If we are prevented or delayed from performing our obligations by any act or omission by you or your failure to perform any of your obligations (“Your Default”) then:
3.2.1    we shall, without limiting our other rights, have the right to suspend the supply of the Goods and Services until you remedy Your Default, and to rely on Your Default to relieve us from our obligations to the extent that Your Default prevents or delays us from performing our obligations;
3.2.2    we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform our obligations as set out in this clause 3.2; and
3.2.3    you shall reimburse us for any costs or losses sustained or incurred by us arising directly or indirectly from Your Default.

4     Charges and Payment

4.1     The charges payable by you:
4.1.1    for any installation work shall be as set out in our quotation (as described in, and subject to the provisions of, clause 1 above); and
4.1.2    for any reactive maintenance work shall be calculated in accordance with our hourly/daily fee rates from time to time and will be subject to a minimum call out fee. Our standard rates apply between 08:00 and 17:00 hours Monday to Friday (excluding bank holidays) and our overtime rates apply outside of these hours (full details available on request).
4.2     The charges payable by you are exclusive of VAT which you shall be additionally liable to pay us.
4.3     If the contract is based on our quotation the price shall be invoiced in accordance with any timetable set out in the quotation. In all other cases we shall invoice you once we have supplied the Goods and Services.
4.4     You shall pay each invoice submitted by us:
4.4.1    within 30 days of the date of the invoice; and
4.4.2    in full and in cleared funds to a bank account nominated in writing by us or by credit card (minimum charge applies).
4.5     Without limiting any of our other rights, if you fail to make any payment due to us by the due date, we shall have the right to charge interest on the overdue amount at the rate of 4 % per annum above the then current Barclays Bank Plc base lending rate from the due date until the date of actual payment of the overdue amount, whether before or after judgment.
4.6     You shall pay all amounts due in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may, without limiting our other rights, set off any amount owing to us by you against any amount payable by us to you.

5     Risk in and Ownership of Goods

5.1     Risk in the Goods shall pass to you on delivery to your premises;
5.2     Ownership of the Goods shall only pass to you once the charges and all other sums set out in clause 4 have been paid to us in full, in cleared funds.

6     Intellectual Property Rights

The copyright, design rights and all other intellectual property rights in any drawings and other documents that we prepare or produce for you in connection with the Services will belong to us absolutely and you may only use them with our prior written consent

7     Limitation of Liability

7.1     Nothing in these Terms shall limit or exclude our liability:
7.1.1    for death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or
7.1.2    fraud or fraudulent misrepresentation;
7.2     Subject to clause 7.1:
7.2.1    we shall not be liable to you (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) for any loss of profit or contracts, or for any indirect or consequential loss whether arising from negligence, breach of contract or otherwise (save that we shall be liable under, and to the extent of, these Terms for any loss or damage to products which are directly dependent upon being kept cooled by air-conditioning or refrigeration equipment supplied or maintained by us under these Terms); and
7.2.2    our total liability to you in respect of all other losses arising under or in connection with the supply of Goods and Services (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) shall not exceed the amount of the charges paid by you for the Goods and Services.
7.3     Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.

8     Termination

8.1     Without limiting our other rights, we may terminate the supply of the Goods and Services with immediate effect by giving written notice to you if:
8.1.1    you commit any continuing or material breach of any of these Terms and, in the case of a breach which is capable of remedy, fail to remedy the same within 14 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
8.1.2    an encumbrancer takes possession or a receiver (or similar office holder) is appointed over any of your property or assets;
8.1.3    you make any voluntary (or similar) arrangement with your creditors or you have an administrator appointed or you are subject to insolvency proceedings in any jurisdiction;
8.1.4    you go into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on that other party under these Terms);
8.1.5    you cease, or threaten to cease, to carry on business; or
8.1.6    you fail to pay any amount due for Services on the due date for payment.
8.2     Without limiting our other rights, if any events set out in clause 8.1 occurs we shall be entitled to cancel the supply of Goods or suspend any further Services to you.

9     Consequences of Termination

On termination of the Services:

9.1     you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of the delivered Goods and Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
9.2     you shall return all of our property. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose;
9.3     the accrued rights, remedies, obligations and liabilities of the parties shall not be affected, including the right to claim damages in respect of any breach which existed at or before the date of termination; and
9.4     clauses which expressly or by implication have effect after termination shall continue in full force and effect.

10   General

10.1   We shall not be responsible for any delays in performing, or for any failure to perform, any of our obligations if the delay or failure was due to any cause beyond our reasonable control.

10.2   You shall not, without our prior written consent assign, transfer, charge, subcontract or deal in any other manner with any of our rights or obligations under these Terms.
10.3   Any notice to be given under these Terms shall be treated as having been validly given if served personally on a party or if sent by first class pre-paid post to the last known address of that party. If sent by first class pre-paid post the notice shall be deemed to have been received 2 days after the date of posting.

10.4   No waiver by us of any breach of these Terms by you shall be considered as a waiver of any subsequent breach of the same or any other provisions.
10.5   If any provision of these Terms is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, it shall be limited or eliminated to the minimum extent necessary so these Terms shall otherwise remain in full force and effect and enforceable.

10.6   Nothing in these Terms is intended or shall be deemed to constitute a partnership or joint venture of any kind between you and us, nor constitute us your agent. You shall have no authority to act as our agent or to bind us in any way.
10.7   These Terms shall not be enforceable by a person who is not a party to them under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
10.8   No variation of these Terms shall be binding unless made in writing and signed by you and us.

10.9   These Terms shall be governed by English law and the English Courts shall have exclusive jurisdiction to decide any dispute concerning these Terms.

Business To Consumer

The following are the terms (“Terms”) on which Oxford Air Conditioning Limited (“we” “our” or “us”) agree to supply goods (“Goods”) and services (“Services”) to you (“you” or “your”).

1 Contract

1.1 If you would like us to install refrigeration, ventilation or air conditioning equipment or provide maintenance services, we will provide you with a written quotation detailing the Goods and Services required and the price, together with our accreditation pack. Our quotations are valid for 30 days only. If you would like to proceed with a quotation you must issue a written order which includes the reference number of a valid quotation.
1.2 If you would like us to provide reactive maintenance for your existing air conditioning equipment, you may place an order verbally or in writing.
1.3 In either of the scenarios described in clauses 1.1 and 1.2 above, no orders for Goods and/ Services submitted by you shall be treated as having been accepted by us, unless and until confirmed by us (“Order Confirmation”). The Order Confirmation will normally be in writing, unless you have requested urgent reactive maintenance in which case, to allow us to supply the Goods and Services as soon as possible, we may at our discretion provide the Order Confirmation to you orally, to follow in writing as soon as reasonably practicable.
1.4 You shall be responsible for ensuring the accuracy of the terms of any order and for checking that the Order Confirmation is correct.
1.5 Subject to clause 4, no order which we have accepted may be cancelled by you.
1.6 These Terms apply to the exclusion of any other terms that you seek to impose.

2 Supply of Goods and/or Services

2.1 We shall supply the Goods and Services to you in accordance with the Order Confirmation in all material respects.
2.2 We shall use reasonable endeavours to meet any timescale specified in the Order Confirmation. However, occasionally timescales are affected by factors beyond our control so cannot be guaranteed. We will let you know if we become aware of an unexpected delay.
2.3 Our engineers carry a stock of spare parts in their vans but when requesting reactive maintenance you acknowledge that some spare parts may need to be ordered if they are not carried in van stock.
2.4 If you do not, or you provide us with incomplete, incorrect or inaccurate information or instructions, we may cancel the supply of the Goods and Services by giving you written notice, or we may make an additional charge of a reasonable sum to cover any extra work that is required.
2.5 We shall have the right to make any changes to the Goods and Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Goods and Services, and we shall notify you in any such event.
2.6 We warrant to you:
2.6.1 the Goods will be of satisfactory quality for the period set out in our quotation; and
2.6.2 the Services will be supplied using reasonable skill and care and in accordance with all applicable laws and regulations, including those relating to health and safety.
2.7 The warranty in clause 2.6 will not apply where the defect is a result of fair wear and tear, neglect, failure to follow our or the manufacturer’s instructions, abnormal use of the equipment or where you have altered or repaired the equipment without our approval. You further acknowledge that while we make every effort to give our customers satisfaction when maintaining and repairing equipment, we cannot guarantee that further faults will not develop as the equipment contains numerous component parts and a breakdown which occurs following one repair may give rise to symptoms identical to those that were present at the time of the earlier breakdown.
2.8 Where we supply Goods from a manufacturer for whom we are an authorised support partner, you will be entitled to the manufacturer’s warranty for them provided that the Goods have been installed and maintained exclusively by us during the warranty period.
2.9 We shall use reasonable endeavours to comply with general industry service standards and such accreditations as we may obtain from time to time.
2.10 We may agree to provide you (on a rental or free of charge basis) with temporary equipment while a repair is underway provided always that you acknowledge that such equipment belongs to us at all times and that we, may at our sole discretion, remove it from your premises at any time.
2.11 In the unlikely event that the Goods and Services do not conform with these Terms, please let us know in writing as soon as possible and we will:
2.11.1 provide you with a full or partial refund depending on what is reasonable; or
2.11.2 supply replacement Goods and/or Services.
2.12 These Terms will apply to any replacement Goods and Services we supply to you.
2.13 Clauses 2.6 to 2.12 are in addition to your legal rights as a consumer. Advice about your legal rights is available from your local Citizens Advice Bureau or Trading Standards office.

3 Charges and Payment

3.1 The charges payable by you:
3.1.1 for any installation work shall be as set out in our quotation (as described in, and subject to the provisions of, clause 1 above);
3.1.2 for any reactive maintenance work shall be calculated in accordance with our hourly/daily fee rates from time to time and will be subject to a minimum call out fee. Our standard rates apply between 08:00 and 17:00 hours Monday to Friday (excluding bank holidays) and our overtime rates apply outside of these hours (full details available on request).
3.2 The charges payable by you are exclusive of VAT which you shall be additionally liable to pay us.
3.3 If the contract is based on our quotation the price shall be invoiced in accordance with any timetable set out in the quotation. In all other cases we shall invoice you once we have supplied the Goods and Services.
3.4 You shall pay each invoice submitted by us:
3.4.1 within 14 days of the date of the invoice; and
3.4.2 in full and in cleared funds to a bank account nominated in writing by us or by credit card (minimum charge applies).
3.5 Without limiting any of our other rights, if you fail to make any payment due to us by the due date, we shall have the right to charge interest on the overdue amount at the rate of 4 % per annum above the then current Barclays Bank Plc base lending rate from the due date until the date of actual payment of the overdue amount, whether before or after judgment.
3.6 You shall pay all amounts due in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may, without limiting our other rights, set off any amount owing to us by you against any amount payable by us to you.

4 Consumer Rights

4.1 The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (“Regulations”) apply unless the contract was concluded at our business premises. Where the Regulations apply you may cancel the contract at any time within 14 days:
4.1.1 from the day you receive the Goods; or
4.1.2 from the day you enter into the contract if we are providing you with Services.
Information about your right to cancel and a form of cancellation notice are provided with these Terms.
4.2 Subject to clause 4.3, where you exercise your right of cancellation in accordance with clause 4.1 we will refund all payments received from you, including any delivery costs (except for the supplementary costs arising if you chose a type of delivery other than the least expensive type of standard delivery offered by us). We will collect the Goods at our own expense.
4.3 If you have confirmed to us in writing that you wish us to supply the Goods and Services before the end of the cooling off period referred to in clause 4.1, you must pay us an amount in proportion to what has been performed, until you communicated to us your cancellation, in comparison with the full coverage of the contract. To the extent that the payments received from you exceed such costs, or you request us to collect the Goods from your premises within the cooling off period, we will refund the excess (if any) to you.
4.4 We will process any refund due under clause 4.2 or clause 4.3 as soon as possible and in any case not later than:
4.4.1 14 days from the day you return any Goods supplied; or
4.4.2 if there were no Goods supplied, 14 days from the day on which we are informed about your decision to cancel this contract.

5 Refunds Policy

If you wish return the Goods to us:
5.1 because you consider the Goods to be defective, we will examine the Goods returned and notify you of any right to refund within a reasonable period of time. We will usually process any refund due within 30 days of our notifying you that you are entitled to a refund. The price of Goods returned by you because of a defect will be refunded in full including a refund for the delivery charges for sending the item to you and the costs incurred by you in returning the item to us; or
5.2 because you are unhappy with the Goods for any other reason, you may return the Goods to us at your own cost in an undamaged condition and we will refund the price of the Goods paid by you usually within 30 days of receipt of the undamaged Goods less any sum paid for postage and packaging.

6 Title and Risk

6.1 Risk in the Goods shall pass to you on delivery to your premises;
6.2 Ownership of the Goods shall only pass to you once the charges and all other sums set out in clause 3 have been paid to us in full, in cleared funds.

7 Intellectual Property Rights

The copyright, design right and all other intellectual property rights in any drawings and other documents that we prepare or produce for you in connection with the Services will belong to us absolutely and you may not use them for any commercial purpose.

8 Limitation of Liability

8.1 Subject to clause 8.2, if either of us fails to comply with these Terms, neither of us shall be responsible for any losses that the other suffers as a result, except for those losses which we or you could reasonably foresee would result from a failure to comply with these Terms. We accept that we shall be liable under, and to the extent of, these Terms for any loss or damage to products which are directly dependent upon being kept cooled by air-conditioning or refrigeration equipment supplied or maintained by us under these Terms.
8.2 Neither of us shall be responsible for losses that result from our failure to comply with these Terms including, but not limited to, losses that fall into the following categories:
8.2.1 loss of income or revenue;
8.2.2 loss of business;
8.2.3 loss of anticipated savings; or
8.2.4 loss of data.
However, this clause 8.2 shall not prevent claims for foreseeable loss of, or damage to, your physical property.
8.3 This clause does not limit in any way our liability for:
8.3.1 death or personal injury caused by our negligence; or
8.3.2 fraud or fraudulent misrepresentation; or
8.3.3 any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
8.3.4 losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or
8.3.5 any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.

9 Termination

9.1 Either of us may terminate the supply of Goods and Services at any time by providing you with 14 days’ prior notice in writing.
9.2 Without limiting our other rights or remedies, we may terminate or suspend the supply of Services with immediate effect by giving written notice to you if:
9.2.1 you commit any continuing or material breach of any provision of these Terms and in the case of such a breach which is capable of remedy fail to remedy the same within 14 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
9.2.2 you make any voluntary (or similar) arrangement with your creditors, are declared bankrupt or are subject to insolvency proceedings in any jurisdiction;
9.2.3 you fail to pay any amount due for Goods and Services on the due date for payment.
9.3 Termination will not affect either party’s outstanding rights or duties, including our right to recover from you any money you owe us under these Terms.

10 Data Protection

We will only use the personal information you provide to us to supply the Goods and Services, or to inform you about similar services which we provide, unless you tell us that you do not want to receive this information. [We will not pass your data to third parties.] You acknowledge and agree that we may pass your details to credit reference agencies.

11 General

11.1 We shall not be responsible for any delays in performing, or for any failure to perform, any of our obligations hereunder if the delay or failure was due to any cause beyond our reasonable control.
11.2 You shall not, without our prior written consent assign, transfer, charge, subcontract or deal in any other manner with any of our rights or obligations under these Terms.
11.3 Any notice to be given under these Terms shall be treated as having been validly given if served personally on a party or if sent by first class pre-paid post to the last known address of that party. If sent by first class pre paid post the notice shall be deemed to have been received 2 days after the date of posting.
11.4 No waiver by us of any breach of these Terms by you shall be considered as a waiver of any subsequent breach of the same or any other provisions.
11.5 If any provision of these Terms is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, it shall be limited or eliminated to the minimum extent necessary so these Terms shall otherwise remain in full force and effect and enforceable.
11.6 Nothing in these Terms is intended or shall be deemed to constitute a partnership or joint venture of any kind between you and us, nor constitute us your agent. You shall have no authority to act as our agent or to bind us in any way.
11.7 These Terms shall not be enforceable by a person who is not a party to them under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
11.8 No variation of these Terms shall be binding unless made in writing and signed by you and us.
11.9 These Terms shall be governed by English law and the English Courts shall have exclusive jurisdiction to decide any dispute concerning these Terms.