Frank Roche Services: Total Temperature Control

STANDARD TERMS OF TRADE

1. Accounts: If the Customer has established or establishes an account with Frank Roche Services Ltd, then these terms shall apply to all and any dealings with Frank Roche Services Ltd and to all goods or services purchased from Frank Roche Services Ltd.

2. Cash sales/Reward sales: If the Customer purchases the goods or services and pays by cash, cheque, electronic funds transfer, credit card or receives the goods or services in redemption of any voucher or rewards programme, then these terms shall also apply.

3. Quotations/estimates/orders: These terms shall apply to any quotation or estimate given by or on behalf of Frank Roche Services Ltd and to any order made with Frank Roche Services Ltd and shall apply to the exclusion of all and any terms put by or on behalf of the Customer to Frank Roche Services Ltd as part of any order or request for goods/quotations or estimates. Unless expressly recorded in writing, any pricing of product or services by Frank Roche Services Ltd shall be deemed to be an estimate only and based on information supplied by (or on behalf of) the Customer. In relation to: (a) a quotation, the Customer shall be solely responsible for the accuracy of any information upon which the quotation is based. Any changes to the quantities, measurements or specifications or nature of the services required subsequent to the quotation or any inaccuracies or misstatements in the information provided to Frank Roche Services Ltd shall constitute variations and shall be paid for (if increased) or rebate (if decreased) at their actual unit cost irrespective of the terms of the quotation. Frank Roche Services Ltd may remove any discount provided where there is a reduction in quantities actually purchased beyond 10% in value of the total quotation and invoice the Customer for the removed discount. The Customer shall be liable for the additional amount so invoiced; (b) an estimate, the Customer shall be solely responsible for the accuracy of any information upon which any estimate is based. Frank Roche Services Ltd shall not be bound to supply the goods and/or services at the estimated price and the Customer shall be liable for the price of any goods and/or services purchased as invoiced by Frank Roche Services Ltd; (c) an order, the Customer shall be deemed to submit any order or request for Frank Roche Services Ltd to supply, on the terms herein. The supply of goods and/or services by Frank Roche Services Ltd shall be deemed to be on the terms herein notwithstanding any terms submitted with any order. In addition, notwithstanding clause 17 the Customer may not return the goods or cancel any order of any product which is not a standard in stock item of Frank Roche Services Ltd, or return any goods purchased on hire purchase or any tinted paint; (d) all of the above, where it is requested to estimate quantities Frank Roche Services Ltd will do so reasonably. However, the Customer shall have the obligation to provide full and accurate information and Frank Roche Services Ltd shall have no liability for any errors or omissions in the estimate/quotation made arising from the Customers breach; (e) all of the above, Frank Roche Services Ltd may at the time of supply substitute a similar product to that ordered/estimated/quoted ordered/estimated/quoted. It shall be the responsibility of the Purchaser to ensure that any product substituted is acceptable. If not, the Customer must before using the product advise Frank Roche Services Ltd. (f) Trade Prices are calculated to four decimal places and displayed on invoices to two decimal places. Some display rounding may be evident in the extended totals.

4. Authorisations: It is the Customer’s risk and responsibility to obtain every necessary or prudent authorisation (including licences, permits and consents) to buy, possess, use, export, import or resell any goods and/or services and to ensure that goods and/or services are purchased by an authorised person. The Customer shall provide written advice to Frank Roche Services Ltd of the names of personnel authorised to place orders on the Customer’s behalf and must advise in writing if any such authority is later withdrawn. The Customer shall be solely responsible for the supervision of the use of the account and absent specific written advice of authorised personnel, Frank Roche Services Ltd shall have no obligation to enquire into the authority of any person placing orders on any account in the name of the Customer. Any orders made by a specifically authorised person prior to the receipt by Frank Roche Services Ltd of specific written notice withdrawing authority, shall be paid for by the Customer.

5. Standards: In relation to all goods and/or services supplied by Frank Roche Services Ltd: (a) The Customer must ensure that: i) they are used in accordance with any safety directions which are supplied with the goods or services; ii) any safety features of the goods are not interfered with, modified or disabled; iii) they are used under appropriate supervision and with appropriate training iv) any staff or agents are instructed to comply with a), b) and c) hereof; and v) inform Frank Roche Services Ltd if there is suspected any design or manufacturing fault that may affect the safety of the goods in a work place; (b) The Customer acknowledges that: i) Frank Roche Services Ltd does not warrant or represent the suitability of any product, service, design, person or organisation for the Customer’s use; ii) the Customer shall be responsible for ensuring that all and any instructions, recommended uses, applications and installations methods are followed and any cautions and/or warnings observed; iii) where any recommendation or advice has been given by or on behalf of Frank Roche Services Ltd, Frank Roche Services Ltd will not be responsible for the actual implementation of the recommendation or the advice or the actions or performance of any other party. iv) Frank Roche Services Ltd may rely on any plans, specifications, information or quality and/or standard of any manufactured product used or supplied by the Customer. Frank Roche Services Ltd has no liability whatever for any loss or damage caused or contributed to by any act of the Customer or its agents or employees or arising from reliance by Frank Roche Services Ltd on such material.

6. Frank Roche Services Ltd’ liability limited: To the extent allowed by law, Frank Roche Services Ltd has no liability (whether statutory, in contract or tort (including negligence), or howsoever) to the Customer or any of its agents or employees for any physical, direct or indirect damage, economic loss of any kind, any other loss or costs (including legal and lawyer/client costs) caused or contributed to by Frank Roche Services Ltd or any of its agents or employees in respect of any goods and/or services supplied or any quotation or estimate given. Without limiting the foregoing, Frank Roche Services Ltd also has no responsibility or liability for any dangerous good(s) or any contaminant, ozone depleting or hazardous substance in or emitted by any goods or from the failure of the Customer to meet its obligations hereunder or to ensure that the goods are used in accordance with any instructions issued/enclosed with the sale of the goods. To the extent allowed by law, every warranty or condition or guarantee implied by custom or law is hereby excluded. If, notwithstanding the foregoing, Frank Roche Services Ltd shall be found to have any liability it is agreed that any liability will not exceed the price of the relevant goods or services purchased from Frank Roche Services Ltd.

7. Customer indemnity/warranty: The Customer: (a) will indemnify Frank Roche Services Ltd for any physical, direct and indirect damage, economic loss or other loss or costs or expenses (including actual legal and lawyer/client costs and expenses) to Frank Roche Services Ltd or any other person, and will fully indemnify Frank Roche Services Ltd against any claim or proceedings against Frank Roche Services Ltd, to the extent caused or contributed to by the Customer (or any of its agents or employees) or arising from an Event of Default in respect of any goods and/or services acquired by the Customer from Frank Roche Services Ltd: (b) warrants that the information provided in support of any application for a credit account is reliable and accurate. The person completing the application on behalf of the Customer also provides this warranty.

8. Sale/Price: The Customer is buying from Frank Roche Services Ltd the Goods and/or Services specified for the prices charged by Frank Roche Services Ltd. However, the price shall be increased by the amount of any VAT and other taxes and duties (if any), except to the extent that such taxes are expressly included in any written estimate or quotation given by Frank Roche Services Ltd. The price may be increased or decreased by notice by Frank Roche Services Ltd in its sole discretion by the amount of any increase or decrease in the cost of any items (including any change in currency exchange rates) affecting the cost of supply, production and/or delivery of the goods between the date of the estimate/quotation and the date of delivery. Alterations to any price will be effective from the date specified by Frank Roche Services Ltd at the time of giving notice to the Customer. However, should Frank Roche Services Ltd increase the total price of the goods by more than 5% then the Customer may, within 7 days of receiving notice of any price increase, by notice to Frank Roche Services Ltd cancel this contract provided the goods have not been delivered.

9. Payment/credit: The parties’ agreement on payment is: (a) unless otherwise agreed, the Customer must pay by Cash, Cheque or Electronic Funds Transfer in cleared funds the Amount Owing prior commissioning or handover of any goods. (b) any deposit required by Frank Roche Services Ltd will be paid immediately on the acceptance of an estimate or quotation or the making of an order and, subject to clause 17 below, is non-refundable; (c) where purchases are charged to a credit account, then payment is due on the 30 day from the date of invoice. (d) Frank Roche Services Ltd may at any time and from time to time with or without notice to the Customer and/or Guarantor(s), in its sole discretion, increase or decrease or suspend or revoke the amount of credit (and the credit limit) provided to the Customer. Any increase or decrease or suspension or revocation of credit or exceeding or change of any credit limit shall hereby be deemed to be consented to by the Customer and any Guarantor(s) and shall not release either the Customer or the Guarantor(s) from any liability whatsoever; (e) Payment of the Amount Owing and any other monies owing toFrank Roche Services Ltd shall be made free of any counterclaim, set-off, deduction or other claim whatsoever; (f) Frank Roche Services Ltd may allocate any payment made by or on behalf of the Customer to the account and/or payment of any goods as it sees fit and the Customer waives any right to receive notification of that allocation. (g) All goods shall remain the property of Frank Roche Services until paid for in full.

10. Rights: The sale of any goods or services shall not, unless expressly agreed in writing, give the Customer the right to use, sell, disseminate or duplicate any Frank Roche Services Ltd trademark, copyright, design or any other intellectual property right.

11. Precut and Truss: All beams are to be propped while exposed to weather. The Customer shall require the builder to read pre-cuts plans in conjunction with architectural plans and consents, and to check all trim sizes and braces on site before enclosing. Any claims for remedial work must be made within 7 days of delivery or before enclosing whichever is earlier. Frank Roche Services Ltd will not accept any charges for remedial unless a written remedial works sheet has been filled in and signed by the Customer or builder on their behalf and Frank Roche Services Ltd representative, a copy to accompany any invoicing.

12. Alteration of Rights: The Customer acknowledges that Frank Roche Services Ltd supplies the Customer on condition that all payments made to and received by Frank Roche Services Ltd from the Customer are valid and made in the ordinary course of business.

13. Risk: Each good is at the Customer’s risk once within the Customer’s possession or control which includes arrival of a Frank Roche Services Ltd’ vehicle delivering the goods at the delivery site or from the time Frank Roche Services Ltd gives possession of the goods to a carrier (whichever is earlier). If any good is damaged or destroyed prior to risk passing to the Customer, Frank Roche Services Ltd may promptly repair the good or cancel this contract in respect of that good without penalty or compensation to the Customer.

14. Frank Roche Services Ltd’ Service Promises: From time to time, Frank Roche Services Ltd will operate specified Service Promises. Those Service Promises shall apply according to their terms at the time of order but will not otherwise limit Frank Roche Services Ltd’ rights under these terms or alter Frank Roche Services Ltd liability limited under these terms. Those Service Promises shall apply only to Customers who have paid for the goods or services and in respect of a Customer seeking to return goods, who are able to return any goods in the condition in which they were purchased. The maximum sum that will be refunded is 90% of the purchase price paid for the goods.

15. Failure to comply: If payment in full of any amount payable by the Customer is not made when due, or the Customer breaches any of its other obligations to Frank Roche Services Ltd, or an Event of Default occurs then Frank Roche Services Ltd may without prejudice to and in addition to any other rights or remedies exercise all or any of the following rights: (a) delay delivery of any goods or supply of any services until the matter is resolved to Frank Roche Services Ltd’ satisfaction; (b) suspend or cancel (in whole or in part) this agreement or any other contract between them by written notice to the Customer; (c) recover from the Customer, or deduct from or set-off against any amount Frank Roche Services Ltd may owe the Customer, all amounts for any damage, losses, costs or expenses (including actual legal costs and expenses) arising from the default or non-performance by the Customer; (d) charge, and the Customer must pay default interest at the rate of 18% per annum (calculated on a daily basis until the account is paid in full) and all actual legal costs and other costs and expenses incurred by or on behalf of Frank Roche Services Ltd in enforcing or defending all or any of its rights; (e) by notice to the Customer, require that all the account, whether or not due, is paid immediately and such amounts will then become immediately due and payable.

16. Use of information under the Privacy Act: The Customer and any Guarantor agree that any information about them provided at any time to Frank Roche Services Ltd may be used by Frank Roche Services Ltd for any purpose connected with its business including (but not limited to) direct marketing, debt collection and credit reporting or assessment. Frank Roche Services Ltd is authorised to provide such information to any external agency or party for credit information and assessment purposes and that agency or party is hereby authorised to use and continue to use such information as part of their business(es) services. Frank Roche Services Ltd and the external agency or party may retain and/or use such information for as long as they see fit.

17. No assignment: The Customer may not directly or indirectly assign to any person any of its benefits or burdens in respect of this contract but Frank Roche Services Ltd may.

18. All goods and ancillary parts remain the property of Frank Roche Services Ltd until full payment has been received. Frank Roche Services and the customer agrees that: (a) without written consent from Frank Roche Services Ltd the customer may not directly or indirectly employ a third party to carry out any works including maintenance of the goods until title of the goods has been passed to the customer. (b) The safety file from each project will also remain the property of Frank Roche Services Ltd until full payment has been received. (c) On receipt of full payment Frank Roche Services Ltd agree to pass to the customer: (i) Full list of plant including make and model of same. (ii) Full amount of class O refrigerant pipe work along with additional amounts of refrigerant (EPA Regulations) (iii) Pipe work pressure certification. (EPA Regulations) (iv) Evacuation – torr gauge – tests and certificates. (EPA Regulations) (v) Commissioning certificates including all documents relating to the goods supplied, leak free certification in line with EPA regulations. (vi) Manufacturers standard 12 month warranty. (Only valid when a Service & Maintenance contract is in place)

19. Survival: Each provision in this contract survives to the extent unfulfilled, and remains enforceable and does not merge, on performance of another provision.

20. Waiver: No delay or failure to act is a waiver. No waiver is effective unless it is in writing. Any waiver of a breach so given, is not a waiver of any other breach.

21. Force Majeure: Frank Roche Services Ltd is not liable for any failure or delay in performing an obligation in this document if it is due to a cause reasonably beyond its control. Without limiting this clause, such an event shall include the inability of Frank Roche Services Ltd to supply the ordered product or service due to unavailability.

22. Entire agreement: Frank Roche Services Ltd and the Customer agree that: (a) these terms express the entire understanding between them and the remedies herein provided shall be the available remedies in place of the Contractual Remedies Act; and (b) there have been no representations made by or on behalf of Frank Roche Services Ltd that are relied upon by the Customer.

23. Amendment: Frank Roche Services Ltd may from time to time amend these terms by posting to the address for service of the Customer a written set of the amended terms. The Customer and any Guarantor(s) agree that the amended terms shall be effective upon posting and are deemed accepted, by the Customer placing any order after the date of posting.

24. Frank Roche Services Ltd: The Customer is opening an account with or seeking a quotation or estimate from or purchasing goods and/or services from an entity which is entitled to trade under the name Frank Roche Services Ltd. Provided the Customer is meeting its obligations to Frank Roche Services Ltd and subject to proof of i1if requested. The Customer is able to acquire goods from Frank Roche Services Ltd with an existing account. However, no other Frank Roche Services Ltd entity shall be obliged to supply any goods or services to the Customer on credit.

25. Interpretation: In this contract, unless the context otherwise requires or it is specifically otherwise stated: (a) “Frank Roche Services Ltd” means the entity stated in section 1 of the agreement. However, any other entity and/or person (or their successors or assigns to the foregoing) authorised (whether previously, now, or in the future) to trade under the name Frank Roche Services Ltd (whether jointly or severally) shall be entitled to rely upon these terms as if applying to them. Frank Roche Services Ltd may assign its rights under this agreement; (b) “Customer” means the person (s) stated in section 2 of the agreement; (c) if the Customer comprises more than one person, each of those person’s liability and agreement herein is joint and several. Where the Customer is a trust, the trustees liability shall not be limited to the assets of the trust; (d) “Amount Owing” means the price charged by Frank Roche Services Ltd for any order, the goods and/or services, and any other sums which Frank Roche Services Ltd is entitled to charge under these terms; (e) an “Event of Default” means an event where the Customer fails to comply with these terms or any other contract with Frank Roche Services Ltd; or the Customer commits an act of bankruptcy; or the Customer enters into any composition or arrangement with its creditors; or if the Customer is a company the Customer has done or does anything which would make it liable to be put into liquidation; or a resolution is or has been passed or an application is or has been made for the liquidation of the Customer; or a receiver or statutory or official manager is or has been appointed over all or any of the Customer’s assets; (f) “goods” includes any product, equipment, material or other item sold by Frank Roche Services Ltd to the Customer; (g) “services” includes any systems, know how, advice, use of software or other proprietary material or advisory functions; (h) “Service Promises” means written promises advertised by Frank Roche Services Ltd from time to time and identified specifically as Service Promises; (i) references to a party or a person includes any form of entity and their respective successors, assigns and epresentatives; (j) any reference to a time or time period shall mean that the time or time period is of the essence; (k) “address for service” means the address shown in section 2 of the agreement and includes any method of service permitted by the Companies Act 1993 on a company.

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Frank Roche Services is an approved business solution partner for Mitsubishi Electric Air Conditioning Systems FR SERVICES: Total Temperature Control
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