Definition and Interpretation
The Contract: Means Green Team Partnership, whose registered office is at 8 Roe House, Broomley, Stocksfield, Northumbeland, NE43 7HP. Means the offer for the supply of goods and/or services by GREEN TEAM PARTNERSHIP in the form of quotation and these conditions and the acceptance of the offer by the client.
The Services: Means the goods and/or services to be provided by GREEN TEAM PARTNERSHIP either directly or through others in accordance with the quotation.
The Client: Means the person, company or partnership stated in GREEN TEAM PARTNERSHIP quotation.
The specification: Means the plans, drawings, data, specifications, performance details or other information, if any defining the quality, quantity or description of any services, as set out in the quotation or subsequently varied by the way of agreement in writing between GREEN TEAM PARTNERSHIP and the client.
The Quotation: Means the quotation or customer installation order form attached to these terms and conditions, from GREEN TEAM PARTNERSHIP to the client.
A Deficiency: Means a failure to comply with the specification.
Completion Date: Means the date or dates specified in the agreement or order form between the parties, if any, or such other date as the Parties may subsequently agree in writing.
Price: Means the total amount specified in the agreement or in the order form. The Price is subject to V.A.T at the rate prevailing at the date the Company invoices for the Goods or Products or the Goods or Products and Services.
Completion: Occurs following the delivery and installation of all of the Goods or Products and commissioning of the installed system/product.
Unless otherwise expressly agreed in writing by GREEN TEAM PARTNERSHIP, every Quotation for the provision of goods/services subsequent to the initial Quotation or any variation thereto shall be subject to these Terms & Conditions which shall prevail over any conditions of purchase of the Client unless otherwise accepted in writing by GREEN TEAM PARTNERSHIP. Except as expressly provided for in this document, no variation or amendment of this document or oral promise or commitment related to it shall be valid unless committed to writing and signed by or on behalf of both parties.
2. Acceptance of quotation for services
2.1. The terms of the Quotation are open for acceptance by the Client within the period stated therein or, if none is stated, within 30 days from the date of the Quotation. Acceptance of the Quotation by the Client in writing shall constitute an acceptance of GREEN TEAM PARTNERSHIP’s offer embodied in the Quotation and these conditions of Contract.
3.1. The Services shall be carried out by personnel suitably qualified to ensure the efficient performance of the Services.
4. The Services
4.1. The Quotation is based upon information supplied by the Client to GREEN TEAM PARTNERSHIP. Such information must adequately define the requirements relating to the permanent works and the conditions, circumstances and programme of work on site such that GREEN TEAM PARTNERSHIP was able to prepare a realistic Quotation. In the event that information is found to be inadequate or defective and such inadequacies or defects affect the provision of the Services, GREEN TEAM PARTNERSHIP shall accept no liability and the Client shall reimburse GREEN TEAM PARTNERSHIP for any extra costs and delay and issue a fair extension of time to the Contract as necessary.
4.2. The compliance with any relevant rules and regulations and the obtaining of any necessary licences, permits, consents, approvals or other matters of a like nature necessary to enable GREEN TEAM PARTNERSHIP to provide the Services to the Client shall be the responsibility of the Client except where expressly indicated otherwise within the Quotation. Nothing contained herein shall absolve GREEN TEAM PARTNERSHIP of its duties and responsibilities under the law in regard to health and safety.
5. Delivery & Installation
5.1. The Company shall endeavour to keep to any stated despatch, delivery, installation or completions date but no liability is accepted for loss, damage, or expense resulting from any delay in same whether such delay shall be caused by circumstances, over which the company has control or otherwise. Where any circumstances, whether within or outside of the control of the Company, cause a delay in the despatch, delivery, installation or Completion, the Company will inform the Customer at the earliest possible opportunity and agree a revised timetable for the agreement.
6. Price & Specification
6.1. Where expressly stated to be on a fixed price basis, the Quotation is based upon the types and rates of contributions, taxes, levies and duties (tax items) payable by GREEN TEAM PARTNERSHIP, which are current at the date of the Quotation. If changes occur to any one or more tax items, after the date of the Quotation, then the price for the provision of the Services shall be adjusted accordingly.
6.2. The Price and specification of the order will be agreed with the Customer prior to acceptance of the order. The Company reserves the right to amend the specification of the Goods or Products at any time. In the event of such a change taking place after the acceptance of a Customer’s order, the Customer will be notified of the change, and of any necessary variation in the Price. Any changes necessary to Pricing or specification which arise during the course of an installation as a result of discovery of information not previously available will be notified to the Customer immediately.
6.3. The Quotation is based upon normal hours of working and the most cost effective work programme. If GREEN TEAM PARTNERSHIP is required by the Client to work overtime, or is delayed, or has work disrupted by the Client or others, then the additional costs of such overtime, delay or disruption shall be added to the price for the provision of Services. In the event that additional works are needed once the Services have commenced, GREEN TEAM PARTNERSHIP shall advise the Client accordingly and put additional costs in writing to the Client. Additional works will only be carried out by verbal or written agreement by the Client. GREEN TEAM PARTNERSHIP shall not be liable for any indirect or consequential losses, loss of contracts, damages or loss of profits or any costs incidental thereto, arising from additional works needed, including without limitation any delays, loss of use or loss of profits resulting therefrom. In the event that works are completed ahead of the quoted timescale, no reduction in the quoted price is given.
7.1. GREEN TEAM PARTNERSHIP shall submit invoices to the Client in respect of the price of the Services in accordance with the stage payments set out in the Quotation.
7.2. The Client shall pay GREEN TEAM PARTNERSHIP the invoiced sum without deductions within seven days of receipt of the invoice, unless stated otherwise in the Quotation.
7.3. If you elect to pay using a credit card a 2.7% processing surcharge will be incurred and invoiced to you separately.
7.4. COMMERCIAL CLIENTS ONLY – If the Client fails to pay GREEN TEAM PARTNERSHIP any sum due, the Client will be liable to pay interest to GREEN TEAM PARTNERSHIP on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis until payment is made both before or after any judgement.
7.5. COMMERCIAL CLIENTS ONLY – As an alternative to the interest rate set out in 6.4, GREEN TEAM PARTNERSHIP reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
7.6. DOMESTIC CUSTOMERS ONLY – Consequences of late payment:
(a) If You fail to pay the amount specified in any invoice by the due date then We may charge interest until the full amount is paid. The interest rate will be 3% above the base rate set by the Bank of England.
(b) Clause 7.6. (a) shall not apply for the period a of dispute if You dispute the payment owing in good faith and let Us know promptly after You have received the invoice that You dispute it
7.7. The Client shall pay all amounts due under the contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set off or counterclaim against GREEN TEAM PARTNERSHIP in order to justify withholding payment of any such amount in whole or in part. GREEN TEAM PARTNERSHIP may at any time without limiting any other rights or remedies it may have, set-off an amount owing by it to the Client against any amount payable by GREEN TEAM PARTNERSHIP to the Client.
8. Property and risk
8.1. Unless stated otherwise in the Quotation, risk in any goods delivered as part of the Services shall pass to the Client on the date of delivery of such goods to the site or other agreed delivery point.
8.2. Notwithstanding delivery and passing of risk in the goods, property in the goods shall not pass to the Client until GREEN TEAM PARTNERSHIP has received payment for such goods in full.
8.3. Until title passes, the Client shall hold any goods supplied under this contract as bailee for GREEN TEAM PARTNERSHIP and shall store or mark them so that they can at all times be identified as the property of GREEN TEAM PARTNERSHIP. GREEN TEAM PARTNERSHIP may at any time before title passes and without any liability to the Client repossess and dismantle and use or sell all or any of the goods, and by doing so terminate the Client’s right to use, sell or otherwise deal in them; and for that purpose (or determining what if any goods are held by the Client and inspecting them) enter any premises of, or occupied by the Client.
9.1. Unless stated otherwise in the Quotation, GREEN TEAM PARTNERSHIP warrants that the Services will be supplied in accordance with the Specification and will be free from defects in material and workmanship for a period of one year from the date of completion of the Services. The Client shall advise GREEN TEAM PARTNERSHIP in writing of any breach of this warranty within fourteen days of discovering such breach and confirm that it wishes to make a warranty claim for rectification of the defect. Any defects or problems arising outside of the warranty are the responsibility of the client. Green Team Partnership can provide assistance and/or repairs at an additional cost to be agreed between both parties.
9.2. In the event of a valid warranty claim by the Client, GREEN TEAM PARTNERSHIP shall be entitled (at GREEN TEAM PARTNERSHIP’s discretion) either to repair, replace or re-perform the defective part of the Services at an additional cost and GREEN TEAM PARTNERSHIP shall have no further liability to the Client in particular in respect of consequential loss.
9.3. The Company expressly does not warrant that any result or objective whether stated in this Agreement or not shall be achieved, be achievable or be attained at all or by a given date, or any other date.
9.4. Except in the case of death or personal injury caused by the Company’s negligence, the Company’s liability under or in connection with this Agreement whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever, shall not exceed the Price paid to the Company under each specific agreement or any individual Agreement between the Parties. The provisions of this Clause 9.4 shall not apply to Clause 9.5.
9.5. Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business or goodwill. The provisions of this Clause 9.5 shall not apply to Clause 9.6.
9.6. The Customer shall indemnify and hold harmless the Company from and against all claims and losses arising from loss, damage, liability, injury to the Company, or the Company’s employees, and third parties, infringement of third party intellectual property, or third party losses by reason of or arising out of any information supplied to the Company by the Customer, within or without the scope of this Agreement. ‘Claims’ shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and ‘Losses’ shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.
9.7. Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law. Nothing in this Agreement excludes liability for fraud.
9.8. Where the agreement relates to an installation under the Microgeneration Certification Scheme (MCS) all Goods and Products to be installed will be certificated under the MCS. Where the Customer specifies non-certificated equipment the installation itself will not be certified under MCS and therefore may not be eligible for grant funding.
9.9. Any Guarantees that may be given by the Company given in favour of the Customer shall only be valid if expressly given to the Customer by the Company in written form. The Company reserves the right in its absolute discretion to revoke, withdraw, withhold, or amend any guarantee at any time with reasonable notice to the Company.
10. Indemnity and Insurance
10.1. GREEN TEAM PARTNERSHIP will maintain an appropriate level of insurance to meet its legal liability for injury to its own personnel, injury to third parties or damage caused to the property of others in the course of work under the Services to be provided.
11. Liability of Green Team Partnership
11.1. GREEN TEAM PARTNERSHIP shall not be liable for any indirect or consequential losses, loss of contracts, damages or loss of profits or any costs incidental thereto, arising from the provision of the Services, including without limitation any delays, loss of use or loss of profits resulting therefrom.
11.2. The liability of GREEN TEAM PARTNERSHIP shall be limited to the re-performance of the Services, in so far as it is possible, to the extent necessary to remedy any material performance deficiencies provided that the Client gives written notice of the deficiencies as provided in clause 8.1 above.
11.3. The performance of solar PV systems is impossible to predict with certainty due to the variability in the amount of solar radiation (sunlight) from location to location and from year to year. The Estimate of Annual Energy Performance is based upon the Government’s standard assessment procedure for energy rating of buildings (SAP) and is given as guidance only. It should not be considered as a guarantee of performance. The Company does not, therefore, give any warranty as to the system performance.
11.4. The performance of Microgeneration solid biofuel heating systems is impossible to predict with certainty due to the variability of the climate and its subsequent effect on both heat supply and demand. This estimate is based upon the best available information but is given as guidance only and should not be considered as a guarantee.
11.5. The amount of wood pellets/chips/logs required as described in the contracts is only an estimate. It is based on the best information available but is given as guidance only and cannot be taken as guaranteed. The amount of fuel required will depend on the actual usage of the system:
11.6. GREEN TEAM PARTNERSHIP accepts no liability for any effect that drilling, grouting, trenching or permanent boreholes may have on foundations, services or structures, and the Client should arrange for his other Consultants to advise on the potential impact of such works and approve the position and construction of such boreholes and trenches.
11.7 GREEN TEAM PARTNERSHIP shall be reliant upon information provided by the Client, it’s Architects, Engineers and contractors and no liability is accepted by GREEN TEAM PARTNERSHIP for the adequacy or correctness of such information. In the event that basic design information is not provided by the Client and GREEN TEAM PARTNERSHIP derives its own performance figures for the purposes of providing a budget estimate, then the Client shall be responsible for approval of such figures prior to the production of the final Specification or any variation thereto.
11.8. GREEN TEAM PARTNERSHIP can assist with Renewable Heat Incentive applications at an additional cost to be agreed in writing with the Client unless otherwise stated in the Quotation, however; GREEN TEAM PARTNERSHIP accepts no liability for any applications made for the Renewable Heat Incentive that are not acceptable and shall not be held liable for any indirect or consequential losses, loss of contracts, damages or loss of profits or any costs incidental thereto, arising from the provision of the application, including without limitation any delays, loss of use or loss of profits resulting therefrom.
12. Facilities to be supplied to Green Team Partnership
12.1. Where the performance of the Services includes installation of materials and equipment at a site, the following services shall be provided to GREEN TEAM PARTNERSHIP free of charge unless otherwise stated in the Quotation:
i. Off loading, dry storage and protection of equipment and materials.
ii. Movement and hoisting of equipment and materials from storage to location of installation.
iii. Protection of partially complete and complete installations.
iv. Location and marking of underground and other services prior to any drilling or excavations GREEN TEAM PARTNERSHIP accepts no liability for damage to unmarked services.
v. Free and adequate water supply adjacent to the point of use.
vi. Loading and removal from site of drilling arisings and surplus excavated material.
vii. Excavation of trenches for pipelines and pits for access points.
viii. Free and adequate temporary electrical power and lighting at point of use.
ix. Washing, messing, first aid and toilet facilities.
x. Provision of holes, chases and slots in structure as required and subsequent making good, including redecoration.
xi. Central point on site for general rubbish to be deposited, for clearance off site by others.
xii. Electrical and plumbing connections and the work of other trades including necessary attendance during commissioning.
xiii. Excavation, backfilling and compaction of trenches as required.
13.1. The Company will use all reasonable endeavours to complete the delivery of Goods or Products and/or Services under any individual Agreement between the Parties. If the Company is unable to do so for reasons beyond its reasonable control then the Company may terminate the Agreement immediately and the Customer shall not be entitled to any payment or redress except as expressly specified in this Agreement unless expressly agreed to the contrary between the Parties.
14. Force Majuere
14.1. The Company shall not be liable to the Customer for any loss, damage, injury or expense whatsoever arising or resulting from Acts of God, government orders, strikes, lockouts or other industrial action, inability to secure labour, materials or supplies at commercially justifiable rates, accidents, plant breakdowns, war, civil commotion, or any other circumstances (whether of the foregoing class or not) beyond the control of the Company and every contract with the Customer is subject to cancellation, variation or suspension by the Company as may be necessary due to force majeure.
15.1. Any Agreement between the Company and the Customer may only be amended in writing signed by a duly authorised representative of the Company and the Customer.
16. Entire Agreement
16.1. These terms and conditions of business, the order form, and associated supporting documentation provided to the Customer contain the whole terms and conditions applicable to any agreement between the Parties in respect of the subject-matter of any agreement and supersedes and replaces any prior written or oral terms and conditions of business or agreements, representations or understandings between them relating to such subject-matter. The parties confirm that they have not entered into any Agreement on the basis of any representation that is not expressly incorporated into these terms and conditions of business. Nothing in these terms and conditions of business excludes liability for fraud.
17.1. No failure or delay by the Company or the Customer in exercising any right, power or privilege under any Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in these terms and conditions of business are cumulative and not exclusive of any rights and remedies provided by law.
18.1. If any provision of these terms and conditions of business is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these terms and conditions of business and rendered ineffective as far as possible without modifying the remaining provisions of these terms and conditions of business, and shall not in any way affect any other circumstances of or the validity or enforcement of any Agreement.
19. Law and Jurisdiction
19.1. These Terms and Conditions of Business and all other express terms or every agreement between the Company and the Customer concerning the supply of Goods and Products or Services shall be governed by and construed in all respects in accordance with the laws of England and Wales and the Customer agrees to submit to the jurisdiction of the courts of England and Wales in relation to any matter arising hereunder in dispute, if any provisions of these Terms and Conditions of Business shall be determined by a Court of competent jurisdiction to be void or unenforceable the other terms and conditions shall remain unaffected and enforceable.
20. Relevant Permission
20.1. You must obtain all relevant permissions (such as planning and building consents) that are necessary before we start work on the installation. If we ask to see those permissions (and related drawings and/or specifications) you must make those available.
21.1. Paragraph headings in these Terms and Conditions of Business are for ease of reference only and shall have no legal effect whatsoever.
22.1. GREEN TEAM PARTNERSHIP shall not be liable for any failure in the performance of any of its obligations under this document caused by factors outside its control.
22.2. Any notice given under this deed shall be in writing and may be served:
– by registered or recorded delivery mail;
– by telex or facsimile transmission (the latter confirmed by telex or post); or
– by any other means which any party specifies by notice to the others.
Each party’s address for the service of notice shall be their above mentioned address or such other address as they specify by notice to the others. A notice shall be deemed to have been
– if it was served in person, at the time of service;
– if it was served by post, 48 hours after it was posted; and
– if it was served by telex or facsimile transmission, at the time of transmission.