Terms and conditions
These terms and conditions apply to the provision of the services (Services) of Probake Ltd (trading as Combilift UK) a Company registered in England and Wales under number 04082645 whose registered office is at:
1 Maxey View Lincoln Road Deeping Gate Peterborough PE6 9BE
You are deemed to have accepted these terms and conditions when:
• You instruct us to attend your site for the purpose of installing, maintaining, repairing your commercial kitchen appliances
Or
• You instruct us to install a kitchen appliance to services provided by others
Or
• You instruct us to commence a maintenance agreement for your kitchen appliances
Or
• You accept our quotation both verbal and written or from the date of performance of any services (whichever happens earlier)
You further are deemed to have accepted that and these terms and conditions are the entire agreement between us
You accept that you have acknowledged that you have not relied on any statement promise or representation made or given by or on our behalf.
These conditions apply to the contract between us to the exclusion of any other terms you may try to impose or incorporate or which are implied by trade custom, practice or course of dealing.
Interpretation
• A business day is any day Monday to Sunday other than a Bank Holiday
• The headings in these terms and conditions are for convenience only and do not affect their interpretation
• Words imparting the singular number shall include the plural and vice-versa
Services
We warrant that we will use all reasonable skill and care in our performance of the services which will comply with any quotation given (both verbal and written), including any specification in all material respects.
We can make any changes required to comply with any law or safety requirement and will notify you if this is necessary.
We will use reasonable endeavours to complete the services within the time agreed or as set out in any quotation (both verbal and written), however time will not be of the essence in the performance of our obligations.
These terms and conditions apply to the supply of any goods (Spare parts) as well as services unless we specify otherwise.
Fees
• The fees for our services are set out in our quotations (both verbal and written) and are based on a callout charge, time on site and materials basis.
• The fees for installations are set out in our quotations (both verbal and written) and are based upon a fixed fee for a particular specification of kitchen appliance.
• You must pay us for additional services that are not specified in our verbal or written quotations with our then current applicable hourly rate at the time of performance or
such other rate as may be agreed between us.
• Our fees are exclusive of VAT or any other tax or levies imposed by any competent authority.
Amendment or cancellation
• We can withdraw, cancel or amend a quotation immediately if it has not been accepted by you or if the services have not started.
• You and we can cancel an order with immediate effect prior to acceptance or rejection of a quotation.
• Amendments to orders for services must be in writing and we will make reasonable endeavours to make any required amendments or changes and additional costs will be included in the fees and invoiced to you.
• If due to circumstances beyond our control we have to make changes to the services or how we provide the services we will notify you immediately.
• We will use reasonable endeavours to keep such changes to a minimum.
Payment
• We will invoice you for payment of fees immediately upon completion of the service
• You must pay the fees immediately upon completion of the service unless an alternative payment date is agreed between us
• Time for payment shall be the essence of the contract between us
• Without limiting any other right or remedy we have for statutory interest, if you do not pay the fees immediately or on an alternative date as agreed between us we will reserve the right to charge you interest at the rate of 4% above the base lending rate of the Bank of England on the amount outstanding until payment is received in full.
• All payments due under these terms must be paid in full without deductions or withholding, except as required by law and neither of us can assert any credit, set off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
• If you do not pay within the terms agreed above we can suspend any further provision of the services and cancel any future services ordered by or otherwise arranged by you.
• All payment must be made in British Pounds
Assignment
• We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these terms and conditions and can sub-contract or delegate in any manner all or any of our obligations to any third party.
• You must not without our prior written notice consent assign charge transfer sub contract or delegate or deal in any other manner with all or any of your rights or obligations under these terms and conditions.
Termination
We will terminate provision of the services immediately if you:
• Commit a material breach of your obligations under these terms and conditions
• Fail to pay any amount under the contract on the due date for payment
• Are, or become, or are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief on insolvent debtor
• Enter into a voluntary arrangement under part 1 of the insolvency act 1986 or any other scheme or arrangement is made with its creditors.
• Convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them
• Filed documents with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in paragraph 14 of schedule B1 of the insolvency act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you or any proceedings are commenced relating to your insolvency or possible insolvency.
Intellectual property
We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the service. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and indemnity
Our liability under these terms and conditions and in breach of statutory duty and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
The total amount of our liability is limited to the total amount of fees payable by you under the contract.
We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the services or the performance of any of our other obligations under these terms and conditions or the quotation for:
• Any indirect, special, non consequential loss, damage, costs or expenses; Or
• Any loss of profits, loss of anticipated profits, loss of business, loss of data, loss of reputation or goodwill, business interruption or other third party claims
Or
• Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control
Or
• Any loss caused indirectly or directly by any failure or your breach in relation to your obligations
Or
• Any losses arising directly or indirectly from the choice of services and how they will meet your requirements or your use of the services or any goods supplied in connection with the services
You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to any third party) caused by you or your agents or employees.
Nothing in these terms and conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Circumstances beyond a party’s control
Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party.
Such causes include but are not limited to:
Power failure, internet service provider failure, industrial action, civil unrest, fire, floods, storms, earthquakes, acts of terrorism, acts of war, governmental actions or any other event that is beyond the control of the party in question.
If the delay continues for a period of 90 days either of us may terminate or cancel the services to be carried out under these Terms and Conditions.
Communications
All notices served under these terms and conditions must be in writing and signed by the party giving notice.
Notices will be deemed to have been served
a) When delivered if delivered by courier or messenger during normal business hours of the recipient.
b) When sent by fax or email and when a successful transmission report or receipt is generated.
Law and Jurisdiction
This agreement should be governed by and interpreted according to the law of England and Wales and all disputes arising under the agreement (including non contractual disputes and claims) shall be subject to the exclusive jurisdiction of the English and Welsh Courts.
1 Maxey View Lincoln Road Deeping Gate Peterborough PE6 9BE
You are deemed to have accepted these terms and conditions when:
• You instruct us to attend your site for the purpose of installing, maintaining, repairing your commercial kitchen appliances
Or
• You instruct us to install a kitchen appliance to services provided by others
Or
• You instruct us to commence a maintenance agreement for your kitchen appliances
Or
• You accept our quotation both verbal and written or from the date of performance of any services (whichever happens earlier)
You further are deemed to have accepted that and these terms and conditions are the entire agreement between us
You accept that you have acknowledged that you have not relied on any statement promise or representation made or given by or on our behalf.
These conditions apply to the contract between us to the exclusion of any other terms you may try to impose or incorporate or which are implied by trade custom, practice or course of dealing.
Interpretation
• A business day is any day Monday to Sunday other than a Bank Holiday
• The headings in these terms and conditions are for convenience only and do not affect their interpretation
• Words imparting the singular number shall include the plural and vice-versa
Services
We warrant that we will use all reasonable skill and care in our performance of the services which will comply with any quotation given (both verbal and written), including any specification in all material respects.
We can make any changes required to comply with any law or safety requirement and will notify you if this is necessary.
We will use reasonable endeavours to complete the services within the time agreed or as set out in any quotation (both verbal and written), however time will not be of the essence in the performance of our obligations.
These terms and conditions apply to the supply of any goods (Spare parts) as well as services unless we specify otherwise.
Fees
• The fees for our services are set out in our quotations (both verbal and written) and are based on a callout charge, time on site and materials basis.
• The fees for installations are set out in our quotations (both verbal and written) and are based upon a fixed fee for a particular specification of kitchen appliance.
• You must pay us for additional services that are not specified in our verbal or written quotations with our then current applicable hourly rate at the time of performance or
such other rate as may be agreed between us.
• Our fees are exclusive of VAT or any other tax or levies imposed by any competent authority.
Amendment or cancellation
• We can withdraw, cancel or amend a quotation immediately if it has not been accepted by you or if the services have not started.
• You and we can cancel an order with immediate effect prior to acceptance or rejection of a quotation.
• Amendments to orders for services must be in writing and we will make reasonable endeavours to make any required amendments or changes and additional costs will be included in the fees and invoiced to you.
• If due to circumstances beyond our control we have to make changes to the services or how we provide the services we will notify you immediately.
• We will use reasonable endeavours to keep such changes to a minimum.
Payment
• We will invoice you for payment of fees immediately upon completion of the service
• You must pay the fees immediately upon completion of the service unless an alternative payment date is agreed between us
• Time for payment shall be the essence of the contract between us
• Without limiting any other right or remedy we have for statutory interest, if you do not pay the fees immediately or on an alternative date as agreed between us we will reserve the right to charge you interest at the rate of 4% above the base lending rate of the Bank of England on the amount outstanding until payment is received in full.
• All payments due under these terms must be paid in full without deductions or withholding, except as required by law and neither of us can assert any credit, set off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
• If you do not pay within the terms agreed above we can suspend any further provision of the services and cancel any future services ordered by or otherwise arranged by you.
• All payment must be made in British Pounds
Assignment
• We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these terms and conditions and can sub-contract or delegate in any manner all or any of our obligations to any third party.
• You must not without our prior written notice consent assign charge transfer sub contract or delegate or deal in any other manner with all or any of your rights or obligations under these terms and conditions.
Termination
We will terminate provision of the services immediately if you:
• Commit a material breach of your obligations under these terms and conditions
• Fail to pay any amount under the contract on the due date for payment
• Are, or become, or are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief on insolvent debtor
• Enter into a voluntary arrangement under part 1 of the insolvency act 1986 or any other scheme or arrangement is made with its creditors.
• Convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them
• Filed documents with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in paragraph 14 of schedule B1 of the insolvency act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you or any proceedings are commenced relating to your insolvency or possible insolvency.
Intellectual property
We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the service. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and indemnity
Our liability under these terms and conditions and in breach of statutory duty and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
The total amount of our liability is limited to the total amount of fees payable by you under the contract.
We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the services or the performance of any of our other obligations under these terms and conditions or the quotation for:
• Any indirect, special, non consequential loss, damage, costs or expenses; Or
• Any loss of profits, loss of anticipated profits, loss of business, loss of data, loss of reputation or goodwill, business interruption or other third party claims
Or
• Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control
Or
• Any loss caused indirectly or directly by any failure or your breach in relation to your obligations
Or
• Any losses arising directly or indirectly from the choice of services and how they will meet your requirements or your use of the services or any goods supplied in connection with the services
You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to any third party) caused by you or your agents or employees.
Nothing in these terms and conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
Circumstances beyond a party’s control
Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party.
Such causes include but are not limited to:
Power failure, internet service provider failure, industrial action, civil unrest, fire, floods, storms, earthquakes, acts of terrorism, acts of war, governmental actions or any other event that is beyond the control of the party in question.
If the delay continues for a period of 90 days either of us may terminate or cancel the services to be carried out under these Terms and Conditions.
Communications
All notices served under these terms and conditions must be in writing and signed by the party giving notice.
Notices will be deemed to have been served
a) When delivered if delivered by courier or messenger during normal business hours of the recipient.
b) When sent by fax or email and when a successful transmission report or receipt is generated.
Law and Jurisdiction
This agreement should be governed by and interpreted according to the law of England and Wales and all disputes arising under the agreement (including non contractual disputes and claims) shall be subject to the exclusive jurisdiction of the English and Welsh Courts.