Terms & Conditions
The Customer’s attention is drawn to clauses 5.4, , 8.2 and 10 which set out the supplier’s liability to the customer.
1.1 DefinitionsIn these conditions the following definitions apply: Business Day: means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Conditions: means the terms and conditions set out in this document as amended from time to time. Contract: means the contract between the Supplier and the Customer, comprising the Order and these Conditions, for the supply and purchase of Services and (where applicable) Goods in accordance with these Conditions. Customer: means the person or firm who purchases the Services and/or Goods from the Supplier. Commercial EPC Services: means the energy performance certificate services provided by the Supplier for commercial buildings. Domestic EPC Services: means the energy performance certificate services provided by the Supplier for residential buildings. Force Majeure Event: has the meaning given in clause 11. Goods: means any goods supplied by the Supplier which are ancillary to the Inventory Report Services. Inventory Report Services: means the inventory, tenant check in and tenant check out report services provided by the Supplier. New Build EPC Services: means the energy performance certificate services provided by the Supplier for new build commercial and/or residential buildings. Order: means the Customer’s order for the purchase of Services and/or Goods, whether submitted orally or in writing as the case may be. Services: means any of the Commercial EPC Services, Domestic EPC Services, Inventory Report Services and/or New Build EPC Services supplied by the Supplier to the Customer from time to time. Sites: means any of the Customer’s premises or, where relevant, third party premises where the Services are to be provided and/or the Goods are to be delivered. Supplier: means Bournemouth Energy Limited, a company incorporated and registered in England and Wales with company number 08713934 with its registered office at Suite 1, Wessex House, St Leonards Road, Charminster, Bournemouth BH8 8QS.
1.2 ConstructionIn these Conditions, the following rules apply:
- A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
- A reference to a party includes its personal representatives, successors or permitted assigns.
- A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statue or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
- Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
- A reference to writing or written includes emails.
2. Acceptance of Orders
2.1 An Order constitutes an offer by the Customer to purchase the Services and/or Goods in accordance with these Conditions. 2.2 The Order shall only be accepted when confirmed by the Supplier to the Customer. 2.3 The Contract constitutes the entire agreement between the parties in relation to an Order. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract. 2.4 No amendment to these Conditions or the Contract will be accepted by the Supplier unless specifically agreed to in writing and silence on the part of the Supplier shall not constitute a valid acceptance.
3.1 Orders will be invoiced by the Supplier at the price as set out in the Supplier’s price list in force from time to time (errors and omissions excluded) or as otherwise agreed between the Supplier and the Customer in writing. 3.2 The Supplier may, by giving written notice to the Customer, increase the price of the Services and/or Goods to reflect any increase in the cost of the Services and/or Goods that is due to:
- any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
- any request by the Customer to change the Order including but not limited to date(s) for performance of the Services, quantities or types of the Services and/or Goods, or the specification of the Services and/or Goods; or
- any delay caused by any instruction of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Services and/or Goods.
4. Supply of Services
4.1 The Supplier shall provide the Services to the Customer in accordance with the Contract. 4.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. 4.3 The Supplier shall have the right to make any changes to the 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 Services, and the Supplier shall notify the Customer in any such event. 4.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill. 4.5 The Supplier shall use its reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises or Sites that have been communicated to it. 4.6 Where the supply of Services is delayed or cancelled by the Customer following acceptance of an Order by the Supplier, the Supplier shall, in its absolute discretion, be entitled to charge the Customer a fee to cover:
- the reasonable costs and expenses incurred by the Supplier in connection with any work undertaken by the Supplier from the date of the Order to the date of delay or cancellation; and/or
- to cover any time allocated by the Supplier for the performance of the Services.
5.1 The Supplier shall deliver any Goods set out in the Order to the Site or such other address as is set out in the Order. Any Goods shall be delivered at the same time as the Supplier shall perform the Services or at such other time as communicated to the Customer by the Supplier. Any dates given for the delivery of the Goods shall be estimates only and time shall not be of the essence for the performance of the Services. 5.2 The Supplier shall not be liable for any delay and/or failure in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate instructions relevant to the supply of Goods. 5.3 The Customer shall ensure accurate information is provided to the Supplier as to the Site address or other delivery address as is set out in the Order. 5.4 The Supplier shall have no liability in the event the Customer does not comply with its obligations under this clause 5 and the Supplier and the Customer agree that the Supplier’s proof of delivery shall constitute evidence of delivery. 5.5 The risk in the Goods shall pass to the Customer once the Goods have been delivered by the Supplier to the Site or such other address as is set out in the Order. 5.6 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:
- the Goods; and
- any other Goods and/or Services that the Supplier has supplied to the Customer in respect of which payment has become due.
6. Problems with the Goods
6.1 The provisions of this clause 6 only apply where the Supplier provides Goods to a Customer who is acting as a consumer, as defined in section 2(3) of the Consumer Rights Act 2015. 6.2 The Supplier is under a legal duty to supply Goods that are in conformity with the Contract. Nothing in these terms will affect your statutory rights. 6.3 The Consumer Rights Act 2015 state that the Goods supplied by the Supplier must be as described, fit for purpose and of satisfactory quality. Further detailed information regarding the Customer’s statutory rights can be found on the Citizens Advice website at www.adviceguide.org.uk. 6.4 If the Customer wishes to exercise their statutory rights to reject the Goods, the Customer must either return them to the Supplier or allow the Supplier to collect them. The Supplier shall pay the costs of postage or collection in this scenario.
7. The Customer’s Obligations
The Customer shall at all times during the term of the Contract:
- ensure that the terms of the Order and any information regarding the Services to be provided and/or Goods to be supplied by the Customer are complete and accurate;
- co-operate with the Supplier in all matters relating to the Services;
- provide the Supplier, its agents, subcontractors, consultants and employees with such rights and access to any Sites, data and other facilities as reasonably required by the Supplier to provide the Services;
- provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
- prepare, where necessary, any Sites for the supply of the Services;
- procure the grant of all wayleaves and rights of way as are reasonably required by the Supplier for the provision of the Services;
- obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the commencement date of the Services; and
- keep and maintain all materials, equipment, documents and other property of the Supplier at the Sites in safe custody at its own risk and keep the same in good condition until returned to the Supplier and not dispose of any materials, equipment, documents and other property of the Supplier other than in accordance with the written instructions or authorisation of the Supplier.
8. The Inventory Report Services
8.1 In addition to the provisions contained at Clause 7, where the Supplier is providing Inventory Report Services, the Customer shall review the report provided by the Supplier to ensure that it complies with the specification of the Inventory Report Services and the Customer shall raise any further enquiries that it may have on the content of the report within 7 Business Days of the report being provided to it by the Supplier. 8.2 Where no further enquiries are raised by the Customer within 7 Business Days of the report being provided to it by the Supplier in accordance with clause 8.1, the Customer shall be deemed to have accepted the content of the report and the Supplier shall have no liability to the Customer for any losses arising from the content of the report or the Customer’s reliance upon such report, save in respect of manifest error or negligence of the Supplier. 8.3 In addition to the provisions contained at Clause 7, where the Supplier is providing Inventory Report Services, the Customer shall ensure that the Site or third party premises has been prepared for the performance of the Inventory Report Services, including but not limited to the removal of all third party personal possession and the return of all keys by third parties to the Customer. Where the Site or third party premises are deemed by the Supplier, in its absolute discretion, to have not been adequately prepared for the performance of the Inventory Report Services, the Supplier reserves the right to charge the Customer a fee to cover the costs of re-scheduling the performance of the Inventory Report Services.
9. Terms of Payment and Charges
9.1 Unless otherwise stated and agreed in writing between the Supplier and the Customer, invoices are due for payment on the earlier of:
- the Business Day prior to the performance of the Services and/or delivery of the Goods by the Supplier; or
- within 30 days of the date of the relevant invoice.
10. Limitation of Liability
10.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation;
- breach of the terms implied by the Sale of Goods Act 1979 or Consumer Rights Act 2015;
- defective products under the Consumer Protection Act 1987; or
- any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
- the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
- the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Services and/or Goods provided by the Supplier under the relevant Contract.
- the Customer makes any further use of such Goods after giving notice to the Supplier of any failure of the Goods to comply with the Contract;
- the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to storage, commissioning, installation, use and/or maintenance of the Goods or (if there are none) good practice regarding the same;
- the Customer alters or repairs such Goods without the written consent of the Supplier;
- the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
- the defect in the Goods is of a cosmetic nature only, including but not limited to paint damage caused by use of the Goods.
11. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majure Event. A Force Majeure Event means any event beyond a party’s reasonable control.
12. Assignment and Subcontracting
12.1 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. 12.2 The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.
Except as set out in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by the Supplier.
14.1 If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. 14.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
15.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or the address set out in the Order (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause 15 and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier or email. 15.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 15.1; if sent by pre-paid first class post or recorded delivery, at 09:00 on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission. 15.3 The provisions of this clause 15 shall not apply to the service of any proceedings or other documents in any legal action.
A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
17. Third Party Rights
A person who is not a party to the Contract shall not have any rights under or in connection with it.
18. Governing Law and 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 dispute or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.