Terms of Business

DIAMOND PLUMB LIMITED

Terms of Business

1. INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:

“Agreement” means these Terms and Conditions together with the Terms and Conditions of any applicable specification / specifications.

“Company” shall mean Diamond Plumb LTD.

“Customer” shall mean the person, firm or company and their connected persons who purchase Goods or Services from the Company.

“Goods” shall mean any valve, part, parts, fitting, fixture, pipework or component.

“Intellectual Property Rights” shall mean all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Invoicing Arrangements” where agreed work included supply of valves, fittings, parts or materials, if the supply forms part of the Agreement to also supply labour or testing and the supply is more than 4 weeks prior to the subsequent testing on labour then the 2 will be invoiced separately. Where a split price is not agreed in advance then the parts or valves will be invoiced at manufacturer list prices on the first invoice.

“RPZ Valve Requirements” where a valve is already fitted it must have the following:

At least 1.5 bar supply water pressure;

Isolation valve fitted immediately upstream of the RPZ valve;

Isolation valve fitted immediately downstream of the isolation valve;

At least 200m clear space above the RPZ valve for maintenance;

Permission of the valve owner to close off the water supply for the duration of the test or work.

“Site Specific Requirements” all factors that will affect the work taking place, including but not limited to:-

The number of RPZ valves requiring testing or work;

The age (approximate) type or make and size of valve;

Whether there is discharge from the relief port of the valve;

Whether ladders, scaffolding or other “work at height” equipment will be required;

Whether specific PPE is required, other than normal safety boots, high vis, hard hat, gloves & safety glasses.

“Services” The installation and or testing and or certification and or repair of RPZ valves and other associated works or advice consultation relating to RPZ Valves or Regulations.

“WRAS Approved Installation Methods” as detailed in WRAS AIM dated February 2008 ( AIM -08-01)

Construction: In this Agreement, the following rules apply:

a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

a reference to a party includes its personal representative, successors or permitted assigns;

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; and a reference to writing or written includes faxes and e-mails.

2. COMPANY OBLIGATIONS

2.1 All Services provided to the Customer by the Company under any contract shall be governed by the terms and the conditions specified within this Agreement.

2.2 The Company shall complete the services in accordance with the current WRAS Approved installation methods and the Company warrants that all its engineers are accredited RPZ valve testers who are able to carry out work or test a RPZ valve (type BA device).

3. CUSTOMER OBLIGATIONS

3.1 To ensure the Company can perform its obligations under the Agreement the Customer shall:

3.2 Co-operate with the Company in a timely manner.

3.3 Provide the Company with any information reasonably required.

3.4 Obtain all necessary permissions and consents prior to the commencement of the services.

3.5 Comply with the requirements as may be set out in the Specification document or otherwise agreed with the Company.

3.6 The Customer shall notify the Company of all Site Specific Requirements prior to the commencement of work or the finalisation of charges for the work (as outlined in Clause 3)

3.7 The Customer will notify at least 48 hours in advance of the Company’s day of attendance the site contact name and phone number.

3.8 The Customer will reimburse the Company for any parking charges incurred where on site and free parking is not available for the duration of the work. Where these charges exceed £5 they will be added to the invoice as detailed in Clause 3.1.

3.9 The Customer shall indemnify the Company for any expenses incurred as a result of its failure to comply with the obligations set out in the Agreement namely the obligations under Clause 4.8.

4. PAYMENT AND FEES

4.1 Subject to Clause 4.2 and 4.3. the fees shall be calculated in accordance with the Company’s hourly fee rates, and will be invoiced according to the Invoicing Arrangements to the Customer on a monthly basis. The Charges may also include expenses as referenced in Clause 3.8.

4.2 The Customer agrees to pay all fees and charges invoiced from the Company within 30 days following the month end following the date of the relevant invoice.

4.3 Any Customer receiving advice from any employee or subcontractor of the Company agrees to pay the Company a minimum fee of £150 + VAT. In the case where the advice leads to the supply of Services this fee will be waved.

4.4 there will be a minimum cancellation fee of £125 + vat in the event that the customer cancels the work after it had been agreed or where our engineer can not carry out the work.

5. LATE PAYMENT

5.1 Where a Customer has not paid in full any invoiced sum, whether further demanded or not, by cleared funds in the Company’s Bank Account, after 60 days following the month end when the invoice is dated then a late payment fee with a minimum of £50 +VAT per month or part month will become due to the Customer.

6.INTELLECTUAL PROPERTY RIGHTS

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned exclusively by the Company unless otherwise agreed in writing with the Company. Any Person or Persons or Organisation who infringes any of these rights will be liable to pay reasonable charges to the Company, charges payable in the event of Copyright Infringement are detailed below in Clause 6.2.

6.2 Any Person or Persons or Organisation who infringes the Company’s Copyright by taking without prior written consent from the Company any photo, image, typographical arrangement or suchlike from any document, webpage, blog or tweet or any other platform, whether published or not, will be liable to pay charges to the Company. The minimal fee payable to the Company for infringement of the above rights will be £495.00 including VAT.

7. FORCE MAJEURE

7.1 For the purposes of this Agreement, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Companies or subcontractors.

7.2 The Company shall not be liable to the Customer as a result of any delay or failure on the part of itself, a supplier, manufacturer or third party to perform its obligations under this Contract or any subsequent costs/damages as a result of a Force Majeure Event.

7.3 If the Force Majeure Event prevents the Company from providing any of the Services for more than 10 weeks the Company shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

8. CONFIDENTIALITY

8.1 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Company, its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The Customer shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Company’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Customer may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This Clause 8 shall survive termination of the Contract.

9. LIMITATION OF LIABILITY

9.1 Nothing in these Conditions shall limit or exclude the Company’s liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation; or

9.2 Subject to clause 9.1:

(a) the Supplier shall under no circumstances whatever 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

(b) the Company’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 £100,000.

9.3 This clause 9 shall survive termination of the Contract.

10.ASSIGNMENT AND OTHER DEALINGS

10.1 The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

10.2 The Customer shall not, without the prior written consent of the Company, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

11.SEVERANCE

11.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

11.2 If one party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

12. NO PARTNERSHIP OR AGENCY

12.1 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

13. THIRD PARTIES

13.1 A person who is not a party to the Contract shall not have any rights to enforce its terms.

14. VARIATION

14.1 Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Company.

15. GOVERNING LAW

15.1 This Agreement, 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.

Copyright © 2015 Diamond Plumb Limited.
Powered by WIZZOO.com
Scroll to Top