Terms & Conditions

Terms & Conditions of Sale of Goods & Services

1.0  Definitions

The ‘Seller’ is Assured Property Repairs Limited.

The ‘Buyer’ is the party that buys or agrees to buy the Goods or Services from the Seller.

The ‘Conditions’ are the terms and conditions of sale as set out in this document and any special terms and conditions expressly agreed in writing between the Seller and the Buyer.

The ‘Goods and Services’ are the goods and services which the Buyer agrees to buy from the Seller.

The ‘Price’ is the price for the Goods or Services, including VAT where applicable at the current rate.

‘Force Majeure’ is an event with a meaning set out in clause 15.0.

‘Written Quotation’ is the Seller’s written quotation for the goods and services as provided to the Buyer and accepted at the time of engagement by the Buyer.

2.0  Conditions

2.1 Except where expressly agreed under a separate form of contract signed by a Director of Assured Property Repairs Limited, these Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods and Services.  The Conditions will apply to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.

2.2 Acceptance of a written quotation for Goods and Services provided by the Seller and accepted by the Buyer prior to commencement of supply of goods and services shall be deemed to be an offer by the Buyer to purchase Goods and Services from the Seller pursuant to these Conditions.

2.3 Commencement of the Services shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.

2.4 These Conditions may not be varied except by the written agreement of a Director of Assured Property Repairs Limited.

2.5 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued.

3.0  Price

3.1 The Price shall be the price quoted on the written quotation and as accepted by the Buyer pursuant to Clause (2) of these Conditions. 

3.2 The Seller will retain the right to increase the price to cover any requirements from the Buyer not included in the original description of the work to be undertaken. Or to deal with any material situation that was not evident at the time the quotation was assembled.

4.0  Payment

4.1 For domestic buyers:

4.1.1 50% of the total price including VAT will be payable as a deposit prior to the commencement of work.  The level of deposit may vary by separate agreement with a Director of Assured Property Repairs Limited.

4.1.2 Payment of the balance of the Price and including VAT where applicable, shall be due on completion of all work.

4.2 For Commercial Customers:

4.2.1 With all commercial projects specific payment terms and agreement will form a part of the written quotation,

4.3 For all customers:

4.3.1 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices for other jobs, works or projects submitted by the Seller.

4.3.2 In the event of late payment the Seller retains the right to charge interest on a daily basis as permitted by the Late Payment of Commercial Debts [Interest] Act 1998

5.0 Goods and Services

5.1 The Goods and Services are described in the written quotation.

5.2 The Seller reserves the right to amend or change the specification of the services if required by any applicable statutory or regulatory requirements.

6.0 Warranties

6.1 The Seller warrants that for a period of six months commencing on the completion of the works (Warranty Period), the Goods and Services shall:

6.1.1 conform with their description;

6.1.2 be of satisfactory quality with the meaning of the Sale of Goods Act 1979;

6.1.3 be fit for any purpose held out by the Seller; and

6.1.4 be carried out in accordance with the Supply of Goods and Services Act 1982.

6.2 The Seller may extend the warranty period by separate agreement with the Buyer by separate agreement depending on the type of goods and services supplied. 

6.3 The Seller offers no warranty or guarantee of any sort for existing materials, structures or items already in-situ at the delivery address or any materials supplied directly by the Buyer or Buyers customer’s or their tenants.

6.4 All warranties and guarantees become void where, in the reasonable opinion of Assured Property Repairs Limited, goods, services or completed works have been subject to third-party damage or interference of any kind.

6.5 Any electrical appliances supplied by the Seller will be subject to the manufacturers guarantee. The manufacturer's guarantee documentation will be sent to the Buyer and it is the Buyers responsibility to register or extend the guarantee with the manufacturer as required.

7.0 Acceptance of the Goods Services

7.1 The Buyer shall be deemed to have accepted the Goods and Services upon satisfactory completion of the works.

7.2 The Buyer shall carry out a thorough inspection of the goods and services and give notice in writing to the Seller if they consider that some or all of the goods or services do not comply with the Warranty above and/or the agreed specification (hereinafter referred to as the ‘snagging list’). The Buyer must provide reasonable access to the premises for the Sellers’s inspector(s) to ascertain the validity of the snagging list and any related claim; and subsequently grant such reasonable access and time as required to rectify the omissions, defects or problems on the snagging list as agreed.

7.3 The Seller is not responsible for any costs or losses of any kind arising from delays in rectifying omissions, problems or defects (whether detailed on the snagging list or otherwise), due to the Buyers failure to respond to communications from the Seller regarding the purported issues; or failure to provide access or reasonable time for the remedial works.

7.4 The Buyer must direct all communications regarding any omissions, defects or problems (whether detailed on the snagging list or otherwise) to a Director of Assured Property Repairs Limited. The Seller accepts no responsibility for costs, losses (including direct, indirect and consequential losses), damage, delays, inconvenience or issues of any kind arising from instructions issued directly by the Buyer to its employees, agents or subcontractors.

7.5 The Seller will consider all works to be fully approved and accepted if an inspection and full details pursuant to Clause 7.2 are not provided within 14 days of substantial completion or handover of the works.

8.0 Title and Risk

8.1 Risk shall pass on delivery of the Goods to the Buyer’s specified delivery address.

8.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.

8.3 Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.

8.4 The Seller may at any time before title passes and without any liability to the Buyer:

8.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the rights of the Buyer or Buyer’s customer (including any tenants) to use, sell or otherwise deal in them; and

8.4.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer or their customer, including any premises occupied by tenants of the same.

8.5 The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.

9.0 Supply of Goods and Services

9.1 The Seller shall provide the Services to the Buyer as specified in the written quotation.

9.2 The Seller 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.

9.3 The Seller 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 Seller shall notify the Buyer in any such event.

10.0 Supplier’s Obligations

10.1 The Supplier and its subcontractors shall perform all duties, services and obligations under this contract with reasonable care and skill and to a reasonable standard. They shall comply with all relevant codes of practice and statutory or regulatory requirements.

10.2 The Supplier and its subcontractors shall take all reasonable care with the Client’s property, including taking reasonable steps to protect the Client’s furnishings, fittings, walls, ceilings and floors during the provision of the services.

10.3 Where specified on the quotation, the Supplier and its subcontractors shall be responsible for managing and arranging the safe and lawful disposal of any waste materials which are generated or removed from the Client’s property as a result of the provision of the services. Where the removal of waste is not stipulated in the approved quotation the Client is responsible for all waste materials.

11.0 Buyer’s obligations

11.1 The Buyer shall:

11.1.1 Ensure that the terms of the written quotation are complete and accurate;

11.1.2 Co-operate with the Seller in all matters relating to the Services;

11.1.3 Provide the Seller, its employees, agents, consultants and subcontractors, with access to the Buyer’s premises (or those of its customers and tenants) as reasonably required by the Seller to provide the Services;

11.1.4 Provide the Seller with such information and materials as the Seller may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;

11.1.5 Obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and

11.1.6 keep and maintain all materials, equipment, documents and other property of the Seller (Seller Materials) at the Buyer’s premises in safe custody at its own risk, maintain the Seller Materials in good condition until returned to the Seller, and not dispose of or use the Seller Materials other than in accordance with the Seller’s written instructions or authorisation.

11.2 If the Seller’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation, including failure to respond or communicate in an effective or timely manner (Buyer Default):

11.2.1 the Seller shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations to the extent the Buyer Default prevents or delays the Seller’s performance of any of its obligations;

11.2.2 the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller’s failure or delay to perform any of its obligations as set out in this clause 10.2; and

11.2.3 The Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly from the Buyer Default.

12.0 Limitation of Liability

12.1 Nothing in these Conditions shall limit or exclude the Seller’s liability for:

12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

12.1.2 breach of the terms implied by Section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

12.1.3 breach of the terms implied by Section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

12.1.4 defective products under the Consumer Protection Act 1987.

12.2 Subject to clause 12.1:

12.2.1 The Seller shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), event of fraud or misrepresentation, 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

12.2.2 The Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), event of fraud or misrepresentation, breach of statutory duty, or otherwise, shall in no circumstances exceed the total charge as itemised in the written quotation.

12.3 After the Warranty Period, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

12.4 This clause 12.0 shall survive termination of the Contract.

13.0 Cancellation

13.1 The Buyer may cancel the contract within seven calendar days of acceptance of the Seller’s quotation as specified on the Purchase Order, Work Order, email or similar communication confirming their intention to accept the quotation. 

13.2 Upon cancellation the Buyer shall be entitled to a full refund of any monies paid to the Seller pursuant to the order, less an amount representing any costs including reasonable administration costs incurred by the Seller. 

13.3 Any cancellation outside the specified cancellation period will not entitle the Buyer to a refund of any monies paid.

14.0 Termination

14.1 Without limiting its other rights or remedies either party may terminate the Contract by giving the other party not less than one months’ written notice from the order date (the date of a Purchase Order, Work Order, Email or other communication confirming acceptance of the Supplier's Quotation).

14.2 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

14.2.1 the other party commits a material breach of its obligations under this Contract and

14.2.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or [(being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) 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 apply];

14.2.3 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 other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

14.2.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;

14.2.5 The other party (being an individual) is the subject of a bankruptcy petition or order;

14.2.6 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;

14.2.7 An application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

14.2.8 The holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

14.2.9 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;

14.2.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2.2 to clause 14.2.9 (inclusive);

14.2.11 The other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;

14.2.12 the other party’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

14.2.13 The other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

14.3 Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under this Contract on the due date for payment.

14.4 Without limiting its other rights or remedies, the Seller may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer fails to pay any amount due under this Contract on the due date for payment, or the Buyer becomes subject to any of the events listed in clause 14.2.2 to clause 14.2.13, or the Seller reasonably believes that the Buyer is about to become subject to any of them.

14.5 On termination of the Contract for any reason:

14.5.1 the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer immediately on receipt;

14.5.2 The Buyer shall return all of the Sellers Materials and any goods, materials, items, tools and equipment which have not been fully paid for or are otherwise in the possession of the Buyer, its customers or tenants. If the Buyer fails to do so, then the Seller may enter the Buyer’s premises (including those of its customers and tenants) to take possession of them. Until they have been returned, the Buyer shall be solely responsible for their safekeeping and will not use them for any purpose not connected with this Contract;

14.5.3 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

14.5.4 Clauses which expressly or by implication have effect after termination shall continue in full force and effect.

15.0 Force Majeure

15.1 For the purposes of this Contract, Force Majeure means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Seller or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.

15.2 The Seller shall not be liable to the Buyer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

15.3 If the Force Majeure Event prevents the Seller from providing any of the Services and/or Goods for more than four weeks, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.

16.0 General

16.1 Notices.

16.1.1 Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (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, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier. Email confirmation of any formal notice may be issued in parallel.

16.1.2 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16.2 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16.3 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

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

16.5 This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.

16.6 Variation. 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 Seller.

16.7 Governing law. 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.

16.8 Jurisdiction. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

Assured Property Repairs Limited

Terms and Conditions of Sale of Goods & Services

Version 1.2, Issued 21 November 2021.