1.1.1 In these Conditions, the following definitions apply:
Business Day a day (other than a Saturday, Sunday or public holiday);
Conditions the terms and conditions set out in this document together with any special terms agreed in writing between the Customer and QUEST;
Confidential Information information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, clients, customers, products, affairs and finances of QUEST for the time being confidential to QUEST and trade secrets including, without limitation, technical data and know-how relating to the business of QUEST or any of its suppliers, clients, customers, agents, distributors, shareholders or management, whether or not such information (if in anything other than oral form) is marked confidential;
Contract the contract between QUEST and the Customer for the sale and purchase of the Goods and/or Services in accordance with these Conditions;
Customer the person or firm who purchases the Goods and/or Services from QUEST;
Customer Equipment any equipment, systems, cabling or facilities provided by the Customer directly or indirectly in the supply of the Services;
Customer Premises any site from time to time owned, leased or otherwise occupied by the Customer which QUEST requires access to in the provision of the Services;
Force Majeure Event any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including but not limited to strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, extremes of weather, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors;
Goods the goods (or any part of them) to be supplied by QUEST to the Customer as set out in the Order;
Insolvency Event where in respect of a party an order is made or a resolution is passed for the winding up of that party (otherwise than for the purpose of solvent amalgamation or reconstruction) or that party becomes subject to an administrative order or a receiver or administrative receiver is appointed over or an encumbrancer takes possession of any of that party’s assets or undertaking or that party, being a partnership shall be dissolved or, that party ceases or threatens to cease to carry on its business or be unable to pay its debts or becomes insolvent (within the meaning of Insolvency Act 1986), or makes or proposes to make an arrangement or composition with its creditors or anything which, under the law of any jurisdiction, is analogous to any of the acts or events specified in this definition;
Intellectual Property Rights patents, rights or inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights to get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Order the order for the Goods and/or Services, as set out in the Customer’s order form or the Customer’s written acceptance of QUEST’ quotation;
QUEST Quality Electrical Supplies and Technology Limited, a company registered in England under company number 02616061; and
Services the services supplied by QUEST to the Customer as set out in the Order.
1.2.1 In these Conditions, the following rules apply:
220.127.116.11 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
18.104.22.168 a reference to a party includes its personal representatives, successors or permitted assigns;
22.214.171.124 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 statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; and
126.96.36.199 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.
2. Basis of Contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods and/or Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when QUEST issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 Any samples, descriptive matter, or advertising produced by QUEST and any descriptions contained on QUEST’ website are produced for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Contract or have any contractual force and this is not sale by sample.
2.5 If there is a conflict or ambiguity between the Conditions and the Order, the Conditions shall prevail.
2.6 A quotation for the Goods and/or Services given by QUEST shall not constitute an offer. A quotation shall only be valid for a period of 20 (twenty) Business Days from its date of issue.
3. Goods and Services
3.1 The description of the Goods and/or Services will be as set out on QUEST’ website and in QUEST’ brochures and catalogues from time to time.
3.2 QUEST reserves the right to amend the specification of the Goods and/or Services if required by any applicable statutory or regulatory requirements. If such amendments will materially change the nature or quality of the Goods and/or Services, QUEST shall notify the Customer who may then cancel the Order.
3.3 QUEST shall obtain at its own expense the licences, powers and consents necessary for it to perform its obligations under the Contract.
4.1 QUEST shall use its reasonable endeavours to ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer reference numbers, the quantity of the Goods and special storage instructions (if any).
4.2 QUEST shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after QUEST notifies the Customer that the Goods are ready. Delivery of the Goods will be made during the Customer’s usual business hours, if possible.
4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location unless the Goods are collected from QUEST in which case delivery of the Goods shall be completed on collection from QUEST. The Customer will provide, at its expense, at the Delivery Location, adequate and appropriate equipment and manual labour for off-loading the Goods.
4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. QUEST shall not be liable for any delay in delivery of the Goods or failure to deliver the Goods if caused by a Force Majeure Event or the Customer’s failure to provide QUEST with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If QUEST fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. QUEST shall have no liability to the Customer for direct, indirect or consequential loss howsoever caused (including the negligence) by any delay in delivery except as set out above.
4.6 If the Customer fails to take delivery of the Goods within 3 (three) Business Days of QUEST notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or QUEST’ failure to comply with its obligations under the Contract:
4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 a.m. on the third Business Day after the day on which QUEST notified the Customer that the Goods were ready; and
4.6.2 QUEST shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If 10 (ten) Business Days after the day on which QUEST notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, QUEST may:
4.7.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with clause 4.6.2 and charge the Customer for all related costs and expenses (including without limitation, storage and insurance); and/or
4.7.2 following written notice to the Customer, resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.8 QUEST may deliver the Goods by instalments, which shall be invoiced and paid for separately in accordance with these Conditions. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. Manufacturer’s Warranties
5.1 To the extent that the benefit of any warranties made by the manufacturer of the Goods to QUEST can be assigned to the Customer, QUEST shall, if requested by the Customer and at the cost of the Customer, assign them to the Customer.
5.2 Until such assignment, QUEST will co-operate with the Customer in any reasonable arrangements to provide the Customer with the benefit of such warranties or like condition including enforcement at the cost of and for the benefit of the Customer.
6. Return of Non-Faulty Goods
6.1 Subject to clause 6.2, in relation to Goods that do not require installation, at the discretion of QUEST, such Goods may be returned within one month of delivery at the Customer’s expense, provided the Goods are complete, undamaged and in their original, undamaged packaging.
6.2 Goods that are non stock items, may only be returned if permitted by the manufacturer and QUEST reserves the right to charge a handling fee in respect of such return.
7. Title and Risk
7.1 The risk of damage to or loss of the Goods shall pass to the Customer on completion of delivery.
7.2 Ownership of the Goods shall not pass to the Customer until QUEST has received payment of all sums due in full for:
7.2.1 the Goods and/or Services; and
7.2.2 any other goods or services that QUEST has supplied to the Customer in respect of which payment has become due.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
7.3.1 hold the goods on a fiduciary basis as QUEST’ bailee;
7.3.2 store the Goods (at no cost to QUEST) separately from all other goods held by the Customer so that they remain readily identifiable at QUEST’ property;
7.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
7.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
7.3.5 notify QUEST immediately if it becomes subject to an Insolvency Event; and
7.3.6 give QUEST such information relating to the Goods as QUEST may require from time to time.
7.4 Notwithstanding the terms of clause 7.3, the Customer may resell or use the Goods in the ordinary course of its business before ownership has passed to it provided that:
7.4.1 any sale will be at full market value and the Customer will account to QUEST accordingly;
7.4.2 any such sale will be a sale of QUEST’ property on the Customer’s own behalf and the Customer will deal as principal when making such a sale; and/or
7.4.3 if before title to the Goods passes to the Customer the Customer becomes subject to an Insolvency Event or QUEST reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy QUEST may have, QUEST may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them. QUEST will be entitled to recover payment for the Goods notwithstanding that title in any of the Goods has not passed from QUEST.
8. Electrical Contracting and Installation
8.1 QUEST warrants to the Customer that the Services will be provided using reasonable care and skill, in accordance with applicable laws and shall ensure that the Services are performed substantially by employees of QUEST possessing suitable skills and experience. QUEST shall use all reasonable endeavours to meet any performance dates 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.
8.2 If, in the provision of the Services, QUEST is required to have access to the Customer’s Premises, QUEST shall use its reasonable endeavours to comply with all rules and regulations in relation to health and safety or security which may apply at such premises and which have been notified to QUEST in accordance with clause 9.1.2. QUEST shall not be liable for any breach of its obligations under the Contract to the extent that such breach is caused by QUEST’s compliance with this clause 8.2.
8.3 If the Customer requires any new services which are similar to or an extension of the Services, the Customer shall notify QUEST and shall allow QUEST to tender to provide those new services to the Customer.
9. Customer Obligations
9.1 The Customer shall:
9.1.1 provide QUEST, its employees, agents, consultants and subcontractors, with access to the Customer Premises and other facilities as reasonably required by QUEST;
9.1.2 inform QUEST of all rules and regulations in relation to health and safety, security or any other matter which may apply at the Customer Premises;
9.1.3 provide QUEST with such information and materials as QUEST may reasonably require in order to supply the Goods and/or Services, and ensure that such information is complete and accurate in all material respects;
9.1.4 ensure that the Customer Premises are safe and comply with all applicable laws and prepare the Customer Premises for the delivery of the Goods and/or the supply of the Services;
9.1.5 permit QUEST to use the Customer Equipment and shall ensure that the Customer Equipment is: (i) in good working order; (ii) fit for the purposes required by QUEST to provide the Services; and (iii) complies with all applicable laws; and
9.1.6 obtain and maintain all necessary licences, permissions and consents in relation to: (i) the Services before the date on which the Services are to start; and (ii) QUEST’s use of the Customer’s Premises, the Customer Material and the Customer Equipment.
10. Supplier Relief
10.1 QUEST shall not be in breach of the Contract and shall not be liable for any delay in delivery or failure to deliver the part of the Goods and/or Service to which the breach relates or any delay in performance or failure to perform its obligations under the Contract if and to the extent that such delay and/or breach and/or failure is caused by any breach by the Customer of any of its obligations under the Contract.
10.2 If QUEST incurs additional direct costs in using its reasonable endeavours to perform the Services and/or deliver the Goods as a direct result of any breach by the Customer of its obligations in the Contract, it shall be entitled to recover such additional costs from the Customer.
11. Price and Payment
11.1 The price of the Goods and/or Services shall be the price set out in the Order.
11.2 QUEST reserves the right to vary the price of the Goods and/or Services if there are any unforeseen circumstances that would affect the price of the Goods and/or Services after the Contract is entered into. The Customer shall pay any reasonable additional costs incurred as a consequence of such circumstances.
11.3 The price of the Goods and/or Services is exclusive of VAT which shall be payable by the Customer to QUEST at the rate prescribed by law.
11.4 QUEST may invoice the Customer for the price of the Goods on or at any time after the completion of delivery and in respect of the Services, on completion of the Services or at the discretion of QUEST, on an interim basis. If the Customer is placing its first order with QUEST, the Customer must pay for the Goods on a pro-forma basis. QUEST reserves the right to carry out credit checks via credit check agencies on all new Customers.
11.5 The Customer shall pay each invoice in full and in cleared funds 30 (thirty) days from the date of invoice. Payment shall be made in full and cleared funds in pounds sterling by electronic transfer to the bank account nominated by QUEST from time to time. Time of payment is of the essence.
11.6 If the Customer fails to make any payment due to QUEST under the Contract by the due date for Payment, then the Customer shall pay interest on the overdue amount at the rate set in the Late Payment of Commercial Debts (Interest) Act 1998. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
11.7 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against QUEST in order to justify withholding payment of any such amount in whole or in part.
12.1 Either party may terminate the Contract if the other party:
12.1.1 commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within a period of 20 (twenty) Business Days after receipt of notice in writing requiring it to do so; or
12.1.2 enters into an Insolvency Event or either party reasonably believes that an Insolvency Event is about to occur in relation to the other party.
12.2 QUEST may terminate the Contract upon giving 1 (one) months’ prior written notice to the Customer.
12.3 On termination of the Contract, the Customer shall immediately pay to QUEST all of QUEST’ outstanding unpaid invoices and interest and, in respect of Services and/or Goods supplied but for which no invoice has been submitted, QUEST shall submit an invoice, which shall be payable by the Customer immediately on receipt.
12.4 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
13. Limitation of Liability
13.1 Nothing in these Conditions shall limit or exclude QUEST’ liability for:
13.1.1 death or personal injury caused by its negligence;
13.1.2 fraud or fraudulent misrepresentation; or
13.1.3 any matter in respect of which it would be unlawful for QUEST to exclude or restrict liability.
13.2 Subject to clause 13.1:
13.2.1 QUEST will not be liable in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise for: loss of profits; loss of business; depletion of goodwill and/or similar losses; loss of anticipated savings; loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
13.2.2 QUEST’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising because of or in connection with the Contract shall in all circumstances be limited to an amount equal to the price paid for the Goods and/or Services in the Order in respect of which the liability has arisen.
13.3 QUEST hereby excludes to the fullest extent permitted in law, all conditions and warranties, whether express (other than as set out in these Conditions) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Customer.
14. Intellectual Property Rights
14.1 No right or licence is granted to the Customer in respect of the Intellectual Property Rights of QUEST, except the right to use the Goods in the Customer’s ordinary course of business.
15.1 Force Majeure. Neither party will be liable to the other for any delay or non-performance of its obligations under the Contract arising from any Force Majeure Event, provided that it notifies the other party of the Force Majeure Event and the extent of any resulting delay or prevention and resumes performance of its obligations as soon as reasonably possible following the end of the Force Majeure Event.
15.2 Confidentiality. Each party shall treat as confidential all Confidential Information of the other party and shall not disclose such Confidential Information to any person other than in accordance with the Contract. Confidential Information of either party must not be used by the other party other than to exercise its rights and perform its obligations under the Contract.
15.3 Notices. Notices required to be given under the Contract must not be sent by email. Notices shall be deemed to have been duly received:
15.3.1 if delivered personally, when left at the registered address of the relevant party or otherwise the address notified by the recipient to the other party in writing; or
15.3.2 if sent by pre-paid first class post or recorded delivery, at 9.00am on the second day (excluding weekends and public holidays) after posting; or
15.3.3 if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
15.4 Anti-Bribery and Modern Slavery. Each party shall comply with the Bribery Act 2010 and the Modern Slavery Act 2015 and
shall not do, or omit to do, any act that will cause the other to be in breach of the Bribery Act 2010 or the Modern Slavery Act 2015.
15.5 Assignment and Sub-Contracting. Each party shall not assign, delegate, transfer, charge or otherwise dispose of all or any of its rights and responsibilities under the Contract without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed). QUEST may sub-contract all or any of its obligations under the Contract.
15.6 Further Assurance. At any time, each party shall sign all documents and do or cause to be done all further acts and things as that party so requiring may reasonably require to give full effect to the terms of the Contract.
15.7 Entire Agreement. The Contract contains all the terms which the parties have agreed with respect to its subject matter and supersedes all previous agreements and understandings between the parties (whether oral or in writing) relating to such subject matter. Each party confirms that it has not been induced to enter into the Contract by a statement or promise which the Contract does not contain. All warranties, conditions and other terms (whether express or implied) which are not set out in the Contract are (to the fullest extent permitted by law) excluded from the Contract.
15.8 Third Party Rights. For the purposes of the Contracts (Rights of Third Parties) Act 1999 no person who is not a party to the Contract will have any right to enjoy the benefit or enforce any of the terms of the Contract.
15.9 Variation. No variation of the Contract will be effective unless it is in writing and signed by each of the parties (or their authorised representatives).
15.10 Waiver. Failure to exercise (or to fully exercise), or any delay in exercising, any right or remedy provided under the Contract or by law will not constitute a waiver of that or any other right or remedy, nor will it preclude or restrict any further exercise of that or any other right or remedy under the Contract or by law.
15.11 Severability. If any provision of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction then it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible that provision will be deemed to be omitted from the Contract in so far as the Contract relates to that jurisdiction and the validity and enforceability of that provision in other jurisdictions and the other provisions of the Contract will not be affected or impaired.
15.12 Governing Law and Jurisdiction. The Contract will be governed by English Law and the parties submit to the exclusive jurisdiction of the English Courts.
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