Terms and Conditions
Elite: Means Elite Services Group Limited
Client: Means the purchaser of the supply of Products and/or Services.
Conditions: Means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing between the Client and Elite.
Consultant: Means Elite’s employees and/or any subcontractors who have been assigned by Elite to carry out work in the execution of the Contract.
Contract: Means the Contract (which may also be titled “Order Confirmation” or “Purchase Order” or such similar term as used between Elite and the Client but which is intended to be the ‘Contract’ for the purpose of these standard terms and conditions) attached hereto for the supply of Products and Services made between the Client and Elite.
Delivery Date: Means the date specified by Elite when the Products and/or Services are to be delivered.
Price: Means the Net Price of the Products and Services excluding VAT as detailed in the Contract.
Products: Means the Products, which the Client agrees to buy from Elite as detailed in the Contract.
Services: Means the Services, which the Client agrees to buy from Elite as detailed in the Contract.
2. Conditions applicable
2.1. These Conditions shall apply to all Contracts for the supply of Products and Services by Elite to the Client to the exclusion of all other terms and conditions including any terms or conditions which the Client may purport to apply under any purchase order, confirmation of order or any similar document.
2.2. All orders for Products and/or Services shall be deemed to be an offer by the Client to purchase Products and/or Services pursuant to these terms.
2.3. Any advice or recommendation given other than by the Consultant to the Client or its employees or agents as to the application or use of the Products and/or Services is followed or acted upon entirely at the Client’s own risk.
2.4. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Elite shall be subject to correction without any liability on the part of Elite.
2.5. Subject as expressly provided in these Conditions, warranties, guarantees or other terms whether implied or expressed by
statute, common law, trade custom or otherwise, are hereby expressly excluded to the fullest extent permitted by law.
2.6. The headings to clauses herein are inserted for convenience of reference only and shall not in any manner affect the construction meaning or effect of anything herein contained or governs the rights and liabilities of the parties hereto.
3. Orders and Specifications
3.1. The Client shall be responsible to Elite for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Client and for giving Elite any necessary information relating to the Products and/or Services within a sufficient time to enable Elite to perform the Contract in accordance with its terms.
3.2. If the Products and/or Services are provided by Elite in accordance with a specification submitted by the Client, the Client shall indemnify Elite against all loss, damages, costs and expenses awarded against or incurred by Elite in connection with or paid or agreed to be paid by Elite in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from Elite’s use of the Client’s specification.
3.3. Elite reserves the right to make any changes in the specification of the Products and/or Services which are required to conform with any applicable statutory or EU requirements or, where the Products and/or Services are to be supplied to the Client’s specification, which do not materially affect their quality or performance.
3.4. If the order is cancelled by the Client, the Client shall indemnify Elite in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Elite as a result of cancellation.
4. Prices of the Goods
4.1. The Price is exclusive of VAT unless specified, which shall be due at the rate prevailing as at the date of Elite’s invoice.
4.2. Payment of Elite’s invoice shall be 100% due on completion of all works undertaken, unless otherwise specified and agreed in writing by both parties. Time for payment shall be of the essence.
4.3. The Client must notify Elite of any error or discrepancy in the invoice as soon as reasonable practicable or in any event within 5 working days of receipt of the invoice.
4.4. Interest and such charges as may be allowed under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) shall accrue on overdue invoices from the date when payment becomes due from day to day until the date of payment.
4.5. Non-payment of the invoice in accordance with the terms of these Terms and Conditions shall permit Elite to: (a) cease performance of the Contract without liability whatsoever and howsoever caused to the Client and/or (b) terminate the Contract with immediate effect. (c) Furthermore, should any invoice be outstanding for 60 days from the date of the invoice then Elite will disable or suspend the use of any Products and/or Services until such time as payment in full has been received in clear funds.
(d) Elite reserves the right to amend the Price of the contract to take account of any such disablement or suspension of work under clause 4.5(c).
5.1. Delivery of the Products and/or Services shall be made to an address stipulated by the Client on the date agreed for delivery. The Client shall make all arrangements necessary to take delivery of the Products and/or Services that are tendered for delivery.
5.2. While every effort is made to effect delivery at the agreed Delivery Date and time Elite cannot accept liability for any loss or expense arising from delay in delivery for whatever reason.
5.3. Risk of damage to, or loss of, the Products shall pass to the Client at the time of delivery or if the Client wrongfully fails to take delivery of the Products at the time Elite tendered the Products for delivery notwithstanding property in the Products may have remained with Elite pursuant to clause 7.1 of these Conditions.
5.4. The Client should arrange its own insurance in respect of the Products from the time of delivery.
6. Intellectual Property Rights.
6.1 Elite accepts no responsibility in respect of any breach of copyrights, patents, trademarks or any other intellectual property rights.
7.1. Until payment by the Client in full of the Price and any other monies payable to Elite in respect of the Products and/or Services:-
(a) property in the Products shall remain in the name of Elite,
(b) where possible, the Client shall hold the Products in fiduciary capacity and as bailee for Elite and shall keep the Products separate from those of the Client and third parties and properly identified as Elite property.
8.1 All facts relating to the business, Products and Services including oral information, written information recorded in any other media which is disclosed by Elite and the Client to each other shall be treated as confidential for a period of five years following the date of disclosure even where the Contract is terminated for whatever reason before the end of the five year period, save where the same:
(a) is or becomes public knowledge other than by breach of this clause, and/or
(b) is in the possession of the receiving party without restriction before the date of receipt from the disclosing party, and/or
(c) is obtained from a third party who is lawfully authorised to disclose the same.
9. Supervision by Client
9.1 The Client undertakes to provide all necessary and sufficient supervision and verification in accordance with the advice and recommendations given by Elite and/or the Consultant.
10. Force Majeure
10.1. Elite shall not be in breach of this agreement, nor liable for any failure or delay in performance of any obligations under this agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including but not limited to any of the following:
(a) acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;
(b) war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic
relations or similar actions;
(c) terrorist attack, civil war, civil commotion or riots;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) voluntary or mandatory compliance with any law (including a failure to grant any licence or consent needed or any change
in the law or interpretation of the law);
(f) fire, explosion or accidental damage;
(g) loss at sea;
(h) extreme adverse weather conditions;
(i) collapseofbuildingstructures,failureofplantmachinery, machinery, computers or vehicles;
(j) anylabourdispute,includingbutnotlimitedtostrikes, industrial action or lockouts;
(k) non-performance by subcontractors; and
(l) interruptionorfailureofutilityservice,includingbutnot limited to electric power, gas, water, telecoms or internet
If the Force Majeure Event prevails for a continuous period of more than 3 months, either party may terminate this Contract by giving 30 days' written notice to all the other party. On the expiry of this notice period, this Contract will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this Contract occurring prior to such termination.
10.2. Some or all of the Products supplied and installed by
Elite may be covered by a manufacturer’s warranty. The Client will liaise directly with the manufacturer in relation to any faults during the warranty period.
11.1 Consultants provided by Elite are and remain to be agents or servants of Elite and nothing in any Contract shall give rise to a claim by the Client or the presumption that the Consultant is an employee agent or servant of the Client.
15.3. Unless otherwise terminated, support contracts will be renewedautomaticallyateachanniversaryoftheirinception. Support contract fees will rise a minimum of the Office for National Statistics yearly CPI (Consumer Price Inflation) + 3% each year unless otherwise agreed in writing between the parties. Any increase in rates beyond the CPI rate + 3% will be notified 60 days before the contract renewal date.
15.4. Elite may terminate the contract if the client’s account goes into default of more than 30 days from the date of the client being notified of such default. Should this occur then support services will be suspended by Elite, notwithstanding that the contract will remain in place and continuing monthly fees will still be invoiced. Should the client default on two consecutive invoices for more than 30 days of being notified of each default then the full balance of the support contract will be invoiced. At that point all invoices must be paid in full before Elite will continue providing support services.
15.5. Without prejudice to any other rights or remedies which either party may have, either party may terminate this contract if:- (a) the other party is unable to pay its debts as they fall due, admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, OR (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing
(b) the other party commences negotiations with all, or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with its creditors or
(c)a petition is filed, a notice is given, a resolution is passed, or an order is made, in connection with the winding up of that
other party; or
(d) an application is made to Court, or an order is made for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the other party; or
(e) a floating charge holder over the assets of that other party has become entitled to appoint, or has appointed, an
administrative receiver; or
(f) a person becomes entitled to appoint a receiver over the assets of the other party, or a receiver is appointed over the assets of the other party; or
(g) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
12.1 The Client shall not during this Contract and for a period of 12 months from the expiry of this Contract knowingly or unknowingly entice away from Elite or offer to employ any person who is employed by Elite at any time during the course of the Contract.
13. Limitation of Liability.
13.1 Elite shall not in any circumstances be liable for any loss or damage suffered after the Products have been delivered to the Client.
14. Data Protection
14.1 The Client acknowledges and agrees that details of the Client’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of Elite in connection with the Products and Services.
15.1. Where this Contract is for the supply of Products only then this contract terminates (save for Elite’s right to sue on an unpaid invoice) automatically upon completion of the delivery, (and, where included, installation) of whatever Products formed the extent of the Contract.
15.2. Where Elite provide a support contract then notice of termination by the client must be given no less than 60 days in advance of the proposed termination date. Such notice shall not begin until payment of the notice period invoice (and, if appropriate, any other outstanding invoice) is received.
(h) the other party suspends or ceases, or threatens to suspend or cease to carry on all or a substantial part of its business; or
(i) there is a change of control of the other party.
15.6. On termination of this agreement for any reason:
(a) the Client shall immediately pay to Elite all of Elite’s outstanding unpaid invoices and interest in respect of Services supplied but for which no invoice has been submitted (including, but not limited to the full value of the remainder of any contract). Elite may submit an invoice,
which shall be payable immediately on receipt;
(b) the Client shall, within 30 days of termination, return all
Elite’s equipment (if any). If the Client fails to do so, then Elite may enter the Client's premises and take possession of them. Until they have been returned or repossessed, the Client shall be solely responsible for their safe keeping; and the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
16.1 No variation of this Contract shall be valid unless it is in writing and signed by or on behalf of each of the parties.
17.1. Failure to exercise, or any delay in exercising, any right or remedy provided under this Contract or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy.
17.2. No single or partial exercise of any right or remedy provided under this Contract or by law shall preclude or restrict the further exercise of any such right or remedy.
17.3. A waiver (which may be given subject to conditions) of any right or remedy provided under this Contract or by law shall only be effective if it is in writing and shall apply only to the party to whom it is addressed and for the specific circumstances for which it is given. It shall not prevent the party who has given the waiver from subsequently relying on the right or remedy in other circumstances.
17.4. A party that waives a right or remedy provided under this agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
17.5. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
18.1. If any provision of this Contract (or part of any provision) is found by any Court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
18.2. If a provision of this agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
19. Entire agreement
19.1. This Contract and any documents referred to therein constitute the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this agreement.
19.2. Each party acknowledges that in entering into this agreement and the documents referred to therein does not rely on any statement, representation, assurance or warranty (representation) of any person (whether a party to this agreement or not) other than as expressly set out in this agreement or those documents. Each party agrees that the only remedies available to it arising out of or in connection with a representation shall be for breach of Contract as provided in this agreement
19.3. Nothing in this clause shall limit or exclude any liability for fraud.
20.1. The Client shall not, without the prior written consent of Elite, assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under this agreement.
20.2. Elite may at any time assign, transfer, charge, mortgage, subcontract, declare a trust of or deal in any other manner with all or any of its rights or obligations under this agreement.
20.3. Each party that has rights under this Contract is acting on its own behalf and not for the benefit of another person.
21. No partnership or agency.
21.1 Nothing in this agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of
any obligation or liability and the exercise of any right or power).
22. Rights of third parties.
22.1 A person who is not a party to this agreement shall not have any rights under or in connection with it.
23.1. A notice or other communication given to a party under or in connection with this agreement:
(a) shall be in writing in English;
(b) shall be signed by or on behalf of the party giving it;
(c) shall be sent for the attention of the person, at the address or fax number specified in this clause (or to such other address, fax number or person as that party may notify to the other, in accordance with the provisions of this clause); and shall be:
i). delivered personally; or ii). sent by
commercial courier; or
iii). sent by fax; or iv). sent by pre-paid first-class post or recorded delivery; or v). sent by airmail requiring signature on delivery. vi). sent electronically via a traceable web medium (e.g.
EchoSign (digital signatures))
23.2. The addresses for service of a notice are as follows:
Elite Services Group Ltd,
Unit 3C, Newlands Science Park, Inglemire Lane,
Hull, HU6 7TQ.
for the attention of: The Director
The client as detailed in the separate order/agreement between the parties which accompanies these terms and conditions.
23.4. If a notice or other communication has been properly sent or delivered in accordance with this clause, it will be deemed to have been received as follows:
(a) if delivered personally, at the time of delivery; or
(b) if delivered by commercial courier, at the time of signature of the courier's receipt; or
(c) if sent by fax, at the time of transmission; or
(d) if sent by pre-paid first-class post or recorded delivery, at 9.00
am on the second Business Day after posting; or
(e) if sent by airmail, five days from the date of posting
23.5. To prove delivery, it is sufficient to prove that:
(a) if sent by fax, the notice or other communication was transmitted by fax to the fax number of the party; or
(b) if sent by pre-paid first class post, the envelope containing the notice or other communication was properly addressed and posted
24. Governing law and jurisdiction
24.1. This Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
24.2. The parties irrevocably agree that the Courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter.
25.1 We always endeavour to provide the best service and products for our customers. However, on rare occasions, we recognise that there may be times where our customers may not be completely satisfied. To ensure we are able to put things rights as soon as we can, please read our complaints procedure below and we will respond promptly to ensure complete satisfaction.
As soon as possible after the completion of the works, please inspect the work to ensure everything has been carried out to our usual high standards. In the unlikely event there is anything you are not completely satisfied with, please contact us as soon as you can in order that we can rectify any problems as soon as possible. Either call us on: 01482 700550 write to us at: Unit 3c, Newlands Science Park, Inglemire Lane, Hull, HU6 7TQ or email us at email@example.com.
We aim to respond within 7 days of receiving your complaint and where possible, will provide you with a date to remedy any issues raised.
Where we cannot resolve any complaints using our own complaints procedure, as a Which? Trusted trader we use Dispute Resolution Ombudsman for dispute resolution. In the unlikely event of a complaint arising and you wish to refer the complaint to them please contact 0333 241 3209 or via their website http://www.disputeresolutionombudsman.org/membership/whichtrustedtraders/