Terms & Conditions
GLOBAL ENVIRONMENTAL EXCELLENCE LIMITED
STANDARD TERMS AND CONDITIONS OF SALE
In these terms and Conditions “Genex” means Global Environmental Excellence Limited whose registered office address is Crown House, Hornbeam Square North, Hornbeam Business Park, Harrogate HG2 8PB and “Client” means the person firm or company for whom Genex is providing the Services.
By accepting Genex’s proposal and/or quotation the Client will be deemed to be bound by these terms and conditions and no services shall be performed by Genex except in accordance herewith. In the case of any conflict between these conditions and those of the Client, these conditions will prevail.
These terms and conditions together with Genex’s proposal and/or quotation form the entirety of the agreement between the parties. No other agreement, representation, promise, undertaking or understanding of any kind unless expressly confirmed in writing by an authorised representative of Genex shall add, vary or waive any of these Conditions.
Genex reserves the right to amend these terms and conditions upon giving at least 14 days’ notice to the Client.
In this Agreement the following expressions shall, save where the context otherwise requires, have the following meanings:-
“Fee” means the sum of set out in Genex’s proposal and/or quotation to be charged by Genex for the provision of the relevant Services.
“Force Majeure” means, in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, any act of God, fire, act of government or state, war, civil commotion, insurrection, strike, lock out or other form of industrial action).
“Services” means the service or services set out in Genex’s proposal and/or quotation.
2 Performance of the Services
2.1.1 Genex shall allocate sufficient resources in order to provide the Services to the Client and shall, at all times, carry out the Services with reasonable care and skill.
2.2 Unless agreed otherwise the performance of the Services by Genex shall, as far as Genex is able, be as set out in Genex’s proposal and/or quotation but time for performance of the Services shall not be of the essence and Genex shall not be liable for any delays howsoever caused.
2.3 Genex shall provide, on request, any information necessary to enable the Client to undertake security and/or clearance checks and shall provide, on request, any risk assessments or method statements.
2.4 Genex (and all persons employed or engaged by it to carry out the services) shall, at its own cost, comply in all respects with the provisions of any applicable Acts of Parliament, Orders, Regulations (including but not limited to Health and Safety Regulations), by-laws or site rules whilst on site; shall wear appropriate clothing for the site and shall, if requested to do so, attend the site-specific safety induction.
2.5 Genex (and all persons employed or engaged by it to carry out the services) shall, at all times, obey the directions and instructions of the site supervisor
2.6 Genex (and all persons employed or engaged by it to carry out the services) shall be responsible for the safe keeping of any pass to the site which is issued by the Client.
3.1 In consideration of Genex providing the Services to the Client, the Client shall pay to Genex the Fee.
3.2 In addition to the amount payable, the Client shall, on provision by Genex of a valid tax invoice, pay any Value Added Tax properly payable on the invoice. Unless set out otherwise in Genex’s proposal and/or quotation all invoices are payable within 30 days of the invoice date and Genex reserves the right to charge interest at the rate of 4% above the base rate of HSBC bank on any amount which are overdue for payment.
3.3 Genex shall be entitled to raise interim invoices (payable in accordance with clause 3.2) at the end of each month for the work carried out during that month.
3.4 In the event that the Client fails to make payments in accordance with the provisions of this Clause 3 Genex shall be entitled, without prejudice to any other rights it may have, to suspend the provision of any further Services (in whole or in part) that may be requested without liability until payment in full of all outstanding sums has been made.
3.5 The Fee is based on the information given to Genex by the Client. Genex reserves the right to increase the Fee in the event that the Client changes its instructions or requires work to be carried out that was not included in the original quotation or if the instructions given by the Client does not accord with the initial information given by the Client.
3.6 No claim by the customer in respect of any specific item shall entitle the customer to withhold payment of the whole or any part of the price payable in respect of any other Equipment or Services.
4 Client’s Obligations
4.1 The Client confirms that it will provide all relevant documents and information in a timely manner to Genex and that Genex will be given access to all relevant information of the Client to enable it to provide the Services.
4.2 Genex shall not be liable for any which arise as a result of any inaccuracies or inadequacies in any documents or information provided by the Client to Genex.
4.4 The Client must follow and adhere to any instructions and advice given by Genex and Genex will not be liable or responsible for any errors, omissions or faults which arise as a result of the Client’s failure to follow such instructions or advice.
5 Confidential Information and E-mail Communications
5.1 Genex recognises that it may be necessary for the Client to disclose information of a confidential nature including but not limited to information relating to the Client’s business. Genex agrees to treat as secret and confidential and not at any time for any reason, except with the approval of the Client, to disclose or permit to be disclosed to any person or otherwise make use of any such confidential information and will, if requested by the Client, immediately deliver up or destroy all material containing such confidential information.
5.2 The restrictions contained in clause 5.1 shall cease to apply to information which:
5.2.1 is available (otherwise than through the default of the provisions of clause 5.1 above) to the public generally at the time of disclosure;
5.2.2 is acquired from a third party (other than agents, employees, representatives or persons acting on behalf of the other party) having a bona fide right to disclose such information;
5.2.3 is required to be disclosed by law, by any court order, or by any competent statutory or regulatory authority.
5.3 Genex undertakes to safeguard all records of the Client whether in writing or in the form of electronic data.
5.5 Genex may communicate by electronic mail. The e-mails are not encrypted before they are sent and therefore are at risk of being intercepted intentionally or by accident and read by a third party. Genex shall have no liability for any such interception nor for any loss or damage arising out of such interception.
6 Warranties and Limitation of Liability
6.1 Genex shall not be liable, whether by way of indemnity or by reason of breach of contract, tort, breach of statutory duty or otherwise for any consequential or indirect loss of whatever nature suffered by the Client or for special damages or loss of profit.
6.2 Genex shall not be liable for any loss or damage suffered or incurred by the Client arising as a result of the Client’s default, error, negligence or failure to follow Genex’s instructions and/or advice.
6.3 Genex shall not be liable for any delayed or partial or total non-performance of the Services arising directly or indirectly from any event outside Genex’s control.
6.4 The aggregate liability of Genex in respect of contract, tort or breach of statutory duty or otherwise for loss or damage arising from or in connection with the provision of the Services shall be limited to £5,000,000 (five million pounds).
6.5 Notwithstanding the above provisions nothing in this agreement shall be construed as limiting or excluding Genex’s liability for death or personal injury resulting from its negligence
7 Term and Termination
7.1 This Agreement shall come in to force on the date set out at end of this Agreement and shall continue until all the Services have been provided by Genex or until terminated by either party pursuant to the provisions of this clause 7 of this Agreement.
7.2 Either party may terminate this agreement by giving 30 days written notice to the other:
7.2.1 if that other party commits any material breach of this agreement and, in the case of a breach capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
7.2.2 if that other party goes into liquidation, makes any voluntary arrangement with its creditors or becomes subject to an administration order, or an encumbrancer takes possession of any of its assets or a receiver is appointed over any of its assets or anything analogous to any of the foregoing occurs in relation to that other party.
7.3 In the event that the Client terminates this agreement other than pursuant to clause 7.2.1 the Client shall pay to Genex all Fees incurred up to the time of termination together with a reasonable amount by way of liquidated damages for breach of contract as specified by Genex, each sum being acknowledged by the Client as representing a genuine pre-estimate of Genex’s loss of profit and not in any event to exceed [50%] of the Fee.
8 Force majeure
8.1 If either party to this Agreement is prevented or delayed in the performance of any of its obligations under this Agreement by force majeure, and if such party gives written notice thereof to the other party specifying the matters constituting force majeure, together with such evidence as it reasonably can give and specifying the period for which it is estimated that such prevention or delay will continue then the party in question shall be excused the performance or the punctual performance as the case may be as from the date of such notice for so long as such cause of prevention or delay shall continue.
9.1 Any notice required to be given hereunder by either party to the other shall be in writing and shall be served by sending the same by registered or recorded delivery post to the address of the other party as given herein or to such other address as that party may have previously notified to the party giving notice as its address for such service.
10 Governing law and disputes
10.1 The construction validity and performance of this Agreement shall be governed in all respects by English Law and all litigation