Owls Hall Environmental Ltd - Service Conditions of sale

1. Interpretation and Definitions
  • ‘OHEL’ means Owls Hall Environmental Ltd or any of its subsidiaries.
  • ‘the Customer’ means the purchaser of the Product and/or the Services from OHEL under the Contract
  • ‘the Contract’ comprises these conditions of sale together with the Service Schedule and Order Confirmation referred to therein, if applicable.
  • ‘the Product’ means any product supplied by OHEL under the Contract or direct to the Customer
  • ‘the Services’ means any work undertaken by OHEL under the Contract which may include, but is not limited to, Servicing, Maintaining, Repairing, desludging (emptying), Renovating equipment belonging to the Customer or for which the Customer has responsibility.
  • ‘the Equipment’ means the equipment described in the Service Schedule.
  • ‘warranty statement’ means OHEL document supplied at the time of OHEL installation outlining the consumers’ rights in relation to any warranties and guarantees.
  • ‘the Location’ means the location of the Equipment shown in the Service Schedule.
  • ‘the Normal Working Hours’ means the hours between 9am and 5pm (inclusive) on any working day.
  • ‘the Working Day’ means any day other than Saturday or Sunday or a Bank or Public Holiday.
  • ‘the Contract Date’ means the date stated on the Service Schedule as the ‘Start Date’.
  • ‘the Service Schedule’ means the document listing equipment, both Customer and Location address and Contract type.
  • ‘the Order Confirmation’ means the document listing parts ordered, Customer and Location address with prices and the Customers order number.
  • The headings in this Contract are for convenience only and shall not affect its interpretation

    2. Representations

    2.1 Unless otherwise specifically agreed by a Director of OHEL or their appointed representative in writing or by e-mail, any supply of the Services and/or the Product by OHEL will be subject to the Contract to the exclusion of:
    2.1.1 Any terms or conditions stipulated by the Customer.
    2.1.2 Any previous communications, representations or warranties not expressly incorporated herein, except as provided for in 2.1.1
    2.2 Subject to condition 2.1 no statements or warranties by any person representing or purporting to represent OHEL shall vary, enlarge or override any of these Conditions of Sale.
    2.3 OHEL reserves the right to improve and modify any specifications, designs and dimensions whenever considered appropriate to at least same quality.

    3. Commencement Terms and Conditions

    3.1 Upon receipt of instructions relating to the type of services category requested by the customer, OHEL shall forward to the customer the Service Schedule. This shall be returned to OHEL within 14 days of deemed service, unless stated otherwise, confirming acceptance to all the terms and conditions of sale in this Contract together with the Service Schedule.
    3.2 In the case of sundry products sold directly to the customer, delivery periods will be based upon receipt of a purchase order providing enough information for OHEL to process the order, upon which an order confirmation will be issued and dispatch arranged.

    4. Services to be provided

    4.1 During the continuance of this Contract OHEL shall provide the Customer with:
    4.1.1 A Empty, Service and or a repair and maintenance service for the Equipment as set out in the Service Schedule
    4.2 The Service shall consist of:
    4.2.1 Routine maintenance of the Equipment at such intervals as OHEL may reasonably determine to be necessary in order to keep the Equipment in good working order;
    4.3 The repair of any defect in or malfunction of the Equipment which is discovered by OHEL representatives during the course of routine maintenance checks or is reported to OHEL by the Customer from time to time. Routine maintenance of the Equipment shall be carried out by one of OHEL suitably qualified and duly authorised representatives attending at the Location during Normal Working Hours. Prior notification of the basic service will be provided by OHEL.
    4.4 If OHEL representative discovers a defect in or malfunction of the Equipment in the course of routine maintenance, OHEL’s representative will use all reasonable endeavours to repair it at the Location, but if that is not reasonably practicable (or is not reasonably practicable in the time available during Normal Working Hours), OHEL representative will seek to make suitable arrangements with the Customer for:
    4.4.1 A further visit to be made to the Location during Normal Working Hours for the repair of the defect or malfunction; or
    4.4.2 If the Equipment is inoperative as a result of the defect or malfunction, its repair at the Location outside Normal Working Hours; or
    4.4.3 If it is not reasonably practicable for the defect or malfunction to be repaired otherwise, the removal of the Equipment (or, where practical, the part of the Equipment in question) for the purposes of repair.
    4.4 If the Customer reports a defect in or malfunction of the Equipment during Normal Working Hours, OHEL shall use its best endeavours to ensure that one of OHEL suitably qualified and duly authorised representatives attends at the Location, during Normal Working Hours, as quickly as possible but time will not be of the essence; OHEL representative will use all reasonable endeavours to repair the defect or malfunction at the Location, but if that is not reasonably practicable (or is not reasonably practicable in the time available during Normal Working Hours), OHEL representative will seek to make such arrangements with the Customer as are mentioned in clause 4
    4.5 If the Customer reports a defect in or malfunction of the Equipment after Normal Working Hours on any day, then unless OHEL expressly agrees in writing otherwise, the report shall be deemed to be made at the beginning of Normal Working Hours on the next Working Day.
    4.8 OHEL shall ensure that its representatives comply with all safety and security regulations in force at the Customer’s premises which are brought to the attention of such representatives.

    5. Spare Parts and Replacements

    5.1 All spare parts and replacement components supplied by OHEL shall become part of the Equipment and any parts and components removed from it shall become OHEL’s property, unless otherwise agreed in writing between the parties.
    5.2 Where spare parts and replacement components are not held in stock by OHEL they will be ordered from an appropriate supplier for delivery to the Customer by normal means. OHEL will not be liable for any inability to complete a service or repair due to delays of the supply of spare parts or replacement components.

    6. Services not included

    6.1 Unless expressly covered by OHEL “Warranty Statement” This Contract shall not apply to defects or malfunctions which in OHEL’s opinion have arisen as a result of:
    6.1.1 Work external to the Equipment;
    6.1.2 Transportation or relocation of the Equipment not performed by or on behalf of OHEL;
    6.1.3 Any error or omission relating to the operation of the Equipment;
    6.1.4 Any modification, adjustment or repair to the Equipment made by a third party without the written consent of OHEL;
    6.1.5 The subjection of the Equipment to unusual physical or electrical stress, the neglect or misuse of the Equipment or any failure or fluctuation of electrical power, air conditioning, humidity control or other environmental controls;
    6.1.6 Any damage to the Equipment
    6.1.7 Flooding
    6.1.8 Any other cause (except fair wear and tear) which is not due to the neglect or default of OHEL.
    6.2 If on investigation OHEL reasonably determines that any defect in or malfunction of the Equipment is the result of any of the matters referred to in clause 6.1, the Customer shall be liable for all costs incurred by OHEL including investigating the same and determining its cause, and abortive service visits to the Location.
    6.3 If any part of the Equipment can no longer be maintained in good working order by the provision of replacement spare parts or the whole of the Equipment is damaged beyond economic repair otherwise than through OHEL’s fault. OHEL reserves the right to terminate this Agreement forthwith, by giving written notice to the Customer, in respect of the whole or any part of the Equipment which can no longer be maintained, in which case OHEL shall repay to the Customer a fair proportion of any charges for OHEL’s service which have been paid in advance by the Customer.
    6.4 Except as expressly provided in this Contract or as agreed between the parties in writing, OHEL shall have no obligation to provide any services to the Customer outside Normal Working Hours.

    7. Customer’s Obligations

    7.1 The Customer shall:
    7.1.1 At all times keep the Equipment in the environmental condition recommended by OHEL;
    7.1.2 Not move Equipment from the Location without obtaining the prior written consent of OHEL;
    7.1.3 Use the Equipment only in accordance with such instructions and recommendations relating to the care and operation of the Equipment as may be issued by OHEL;
    7.1.4 Not to allow any person other than OHEL’s representatives to adjust, maintain, repair, replace or remove any part of the Equipment and the Customer hereby agrees that OHEL shall have exclusive right during the Contract to provide the services described in these terms and conditions and the Service Schedule.
    7.2 The Customer shall ensure that OHEL’s representatives have full and free access to the Equipment and to any records of its use kept by the Customer to enable OHEL to perform its duties. If OHEL is unable to gain access to the Equipment or the access has been changed or it is not considered safe OHEL reserves the right to charge for the abortive visit. Any charges will be OHEL’s standard charges for contract call outs at the time of the abortive visits.
    7.3 The Customer shall provide OHEL with such information concerning the Equipment, its application, use, location and environment as OHEL may reasonably request to enable it to carry out its duties.
    7.4 The Customer shall take such steps as may be necessary to ensure the safety of any of OHEL ’s representatives who visit any premises of the Customer.
    7.5 Where under the Service Schedule OHEL is liable for desludging of the Equipment, the Customer shall ensure adequate access is available for a vacuum tanker.
    7.6 The Customer shall be wholly responsible for ensuring that all relevant statutes, bylaws and regulations appertaining to the use of the Equipment are adhered to, and the Customer will indemnify OHEL against any claims whatsoever arising from breach of such laws and regulations..
    7.7 The Customer will be responsible and pay for all charges levied by the Environment Agency or any similar statutory bodies
    7.8 The Customer shall be responsible for and pay all charges levied by the local electricity supply company.

    8. OHEL’s Charges

    8.1 If OHEL’s services are requested without any reasonable justification, or by reason of any defect in or malfunction of the Equipment due to causes not covered under this Contract, the Customer shall be liable to pay OHEL’s standard charges from time to time in force for such services.
    8.2 OHEL reserves the right to increase the charges referred to in the Service Schedule at any time by giving one month’s notice in writing to the Customer of such a change

    9. Duration and Termination

    9.1 This Contract shall come into force on the date stipulated on the Service Schedule and subject to clauses 9.2 and 9.3, shall continue in force from that date and thereafter unless or until terminated by either party giving to the other at any time not less than one month’s prior written notice of termination expiring at the end of that initial period or at the end of any subsequent consecutive period of one month.
    9.2 OHEL shall be entitled to terminate this Contract:
    9.2.1 Forthwith by giving written notice to the Customer if any sum payable under this Contract is not paid on the due date.
    9.2.2 Where equipment is serving more than one household and each household pays an equal share, failure to pay a sum on the due date by any of the households will leave the other households liable for any sum payable.
    9.3 Either party shall be entitled forthwith to terminate this Contract by written notice to the other if:
    9.3.1 that other party commits any continuing or material breach of any of the provisions of this Contract and, in the case of such a breach which is 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;
    9.4 For the purpose of clause 9.3.1, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).
    9.5 Any waiver by either party of a breach of any provision of this Contract shall not be considered as a waiver of any subsequent breach of the same or any other provision.
    9.6 OHEL reserves the right to amend the terms and conditions of this Contract at any time by giving one month’s notice in writing to the Customer advising of such amendment. In the event that the Customer does not approve of the amendment the Customer may by giving notice in writing terminate the Contract.

    10. Nature of Contract

    10.1 OHEL shall be entitled to carry out its obligations under this Contract through any agents or sub-contractors appointed by it in its absolute discretion for that purpose.
    10.2 If any provision of this Contract is held by any court or other competent authority to be void or unenforceable in whole or part, the other provisions of this Contract and the remainder of the affected provisions shall continue to be valid.

    11. Warranties

    11.1 OHEL s liability under Business to Business agreement for any and all direct loss or damage resulting to the Customer directly or indirectly from the provision of Services and/or defects in the Product or any other cause shall be limited to the purchase price of the Product or alternatively the cost of the provision of Services in respect of or in relation to which such loss or damage is claimed. Subject as aforesaid OHEL shall be under no liability in contract or in tort for any loss or damage or personal injury arising directly to indirectly out of the supply, installation or use of the Product other than death or personal injury resulting from the negligence of OHEL within the meaning of Section 1 of the Unfair Contract Terms Act 1977.

    12. Supply & Delivery

    12.1 OHEL shall use its reasonable endeavours to deliver the Products and/or supply the Services on the dates agreed or specified, but any such date is approximate only. If no dates are specified, delivery of the Products or supply of Services shall take place within 30 days of acceptance of the order.
    12.2 If OHEL is unable to deliver the Product due the actions or any failure to act by the Customer, OHEL shall be entitled, at the Customer’s expense, to place the Product in storage until such time as the Product may be delivered.
    12.3 Specifically for Business to Business agreement, and for the avoidance of doubt, the price quoted is net of value added tax, which will be added at the appropriate rate in force at the date of invoice.
    12.4 All risk in the Product shall pass to the Customer at the time delivery is deemed to have occurred pursuant to these Conditions.
    12.5 Unless the Service Schedule specifies to the contrary, the price quoted does not include installation or commissioning of the Product and any notes, procedures or methods, relating to installation referred to in OHEL brochures, price lists or other literature are for guidance only. As OHEL has no control of the circumstances under which installation of the Product may be made OHEL shall have no responsibility or liability in respect of any defects or other damage, loss or expense arising directly or indirectly out of the installation of the Product by the Customer or its agents. Any agreement by OHEL to be responsible for installation or commission will be carried out by OHEL under separate contractual conditions.

    13. Payment

    13.1 Unless otherwise agreed in writing, payment in full shall become due prior to the supply of the Product Where the Product is unique or requires manufacturing to order, a deposit equal to 50% of the order value is required
    13.1.1 Unless otherwise agreed payment for the Services the Customer will Execute a Direct Debit in favour of OHEL, with payments to be made quarterly or annually in advance as agreed and stated on the Service Schedule.
    13.1.2 In the absence of a Direct Debit instruction for any reason, the customer will pay OHEL’s charges (including for parts and consumable materials within 7 days. OHEL may make an additional charge to cover the additional administration costs for customers who elect not to pay by Direct Debit.
    13.2 All amounts due are subject to VAT at the statutory rate applicable from time to time
    13.3 Credit facilities may be withdrawn at any time at OHEL’s sole discretion, in which case all amounts and charges due shall become immediately due and payable.
    13.4 OHEL shall be entitled to charge the Customer interest (both before and after any judgement) on the amount unpaid at the rate of 8 per cent per annum above Lloyds Bank PLC base rate from time to time until payment in full is made;
    13.6 Where OHEL effects delivery of the Product and/or supply of the Services before payment:
    13.6.1 For the purpose of securing to OHEL payment of all outstanding amounts due to OHEL from the Customer any Product delivered to the Customer shall remain the absolute property of OHEL until OHEL shall give notice of the transfer of property in the Product to the Customer or until payment of all amounts due to OHEL from the Customer whichever is the earlier, but the risk in the Product shall pass to the Customer on delivery.
    13.6.2 The Customer shall store and use the Product in such a way that it is readily identifiable as the property of OHEL.
    13.6.3 OHEL shall be entitled at any time by its servants or agents with or without transport to enter upon any premises where the Product may be, whether being the Customer’s premises or other premises to which the Product has been delivered, and to repossess the Product to which it has title hereunder.
    13.7 In the event of OHEL accepting in writing cancellation of the Contract by the Customer, OHEL reserves the right to charge for work carried out to the installation prior to OHEL accepting a cancellation of the Contract.
    13.8 OHEL shall in respect of all unpaid debts due from the Customer under the Contract have a general lien on all goods and property of the Customer in its possession (although such goods or some of them may have been paid for) and shall after the expiration of fourteen days written notice to the Customer be entitled to dispose of such Goods and property as it deems fit and apply the proceeds towards such debts.

    14. Off-Set and withholding

    In relation to Business to Business contracts:
    14.1, The Client may not off-set any amounts payable or deemed payable from OHEL for whatever reason against any amounts due to OHEL hereunder, unless OHEL expressly agrees to such set-off in writing.
    14.2 OHEL may off-set any amount due or deemed due to OHEL against any amount due to the Customer.
    14.3 The Customer may not withhold payment of any amounts due to OHEL hereunder for any reason.

    15. Insolvency and remedies for non-payment

    15.1 OHEL shall be entitled to terminate the Contract forthwith by notice in writing if the Customer becomes bankrupt or an interim receiver is appointed in respect of the Customer’s property or a bankruptcy order is made against the Customer or in the case of the Customer being a limited Company a receiver is appointed of all or any part of its undertaking or assets or it enters into any arrangement or composition with its creditors or goes into liquidation (other than a voluntary liquidation for the purposes of amalgamation or reconstruction) or an administration order is made in respect of it and any person becomes entitled to exercise the powers conferred on an administrative receiver. On termination of the Contract by OHEL payment in full for any Product and/or the Services to the Customer delivered prior to the termination shall be immediately due.
    15.2 In the event of a failure to pay any amount due to OHEL by the deadline for payment, OHEL reserves the right to do any or all of the following, without prejudice to any other remedy at its disposal:
    15.2.1 Withdraw any credit terms agreed with the Customer, rendering any outstanding charges immediately due and payable;
    15.2.2 Register the debt with one or more credit reference agencies, without liability on our part, which may affect the Customer’s credit rating and adversely affect its business.
    15.2.3 Impose late fees and interest on any overdue amount in accordance with the Late Payment of Commercial Debts Regulations 2013, save that the remedies set out therein shall also apply to consumers;
    15.2.4 Appoint a debt recovery agency to recover any amount due to OHEL and charge the Customer the costs of such recovery amounting to 10% of the amount due, which the Customer hereby acknowledges to be reasonable, including for the purposes of the Late Payment of Commercial Debts Regulations 2013, as amended;
    15.2.5 Levy a charge to a value equivalent to costs incurred for any dishonoured cheque or defaulted instalment payment to cover administration and bank fees;
    15.2.6 Terminate the Contract.

    16. Claims

    16.1 If it shall be demonstrated to the satisfaction of OHEL that any Product is defective on delivery or does not correspond to the specification ordered by the Customer (claims for such matters being made in writing within thirty days of delivery), or if any Product, shall prove to be defective within 12 months as a result of faulty manufacture, then OHEL shall at its absolute discretion refund the purchase price thereof or repair or replace the Product.
    16.1.1 If it shall be demonstrated to the satisfaction of OHEL that any workmanship carried out in the course of supplying Services was defective then OHEL will, at its option, re-perform the Services which are the subject of the breach, or refund to the Customer the price paid for the Services.
    16.1.2 Any item whether damaged, faulty when received must be returned within 30 days. Any items just not suitable for your requirements should be returned to us within 14 days of receipt with a copy of the invoice and / or delivery ticket for reference.
    16.1.3 Shipping/insurance costs are non-refundable in any case and buyers are responsible for the returning cost under any circumstances, other than the return of goods which are damaged or faulty, when delivered. Where a buyer requests OHEL arrange collection of the goods OHEL will make a charge to cover the costs associated with arranging collection.
    16.1.4 For Business to Business contracts, OHEL operates a restocking policy, Products not suitable for your requirements will be subject to a 30% charge.
    16.1.5 Products returned which are not in the original condition will involve an additional charge dependent on the rework required to put them in a saleable condition.
    16.2 Notwithstanding any other provision in the Contract:
    16.2.1 For Business to Business contracts, OHEL shall have no liability to the Customer for loss of use, loss of revenue, profit or anticipated profit, delay and business interruption and other similar losses, whether direct or indirect, and any indirect or consequential losses whatsoever.
    16.2.3 Nothing in this Contract shall be deemed to exclude liability for death or personal injury caused by OHEL’s negligence.
    16.3 OHEL shall be entitled to examine any Product which is the subject of a claim by a Customer and to remove such Product or any part thereof for testing.
    16.4 No tests by the Customer will be recognised by OHEL unless carried out strictly in accordance with a method agreed by OHEL in writing as being suitable for the purpose.
    16.5 The Customer shall be responsible to OHEL for ensuring the accuracy of the terms of the order for the Product (including any specification or drawing supplied by the Customer with such order or subsequently) given by the Customer to OHEL and for giving in due time any other relevant information necessary to enable OHEL to perform its obligations under the Contract. The Customer shall indemnify OHEL against any loss, proceedings, actions, damages, compensation and costs and expenses arising whether directly out of the Customer’s breach of this Condition.

    17. Force Majeure

    OHEL shall not be liable to the Customer for any failure to perform its obligations to the extent that such performance is prevented or hindered by acts of God, war, riot, sabotage, explosions, epidemic, strikes, lockouts, disputes, shortages of materials, compliance with rules, regulations or order of any Governmental Office department or agency, fire, storm, flood, earthquake or other natural catastrophe or any other circumstances of any kind whatsoever outside the reasonable control of OHEL.

    18. Notices

    All notices shall be given by post, e-mail or facsimile transmission in the case of those to OHEL to its office at Blackmore End, Braintree, Essex, CM7 4DF and in case of the Customer to the address specified in the order or such other address as may have been notified to OHEL. Notices shall be deemed to have been given, if sent by e-mail or facsimile transmission, immediately after being sent and, if sent by post, at the expiration of two days after the same shall have been posted.

    19. Governing Law

    These Conditions and the Contract between the parties shall be construed and applied in accordance with the law of England and the English Courts shall have sole jurisdiction in any dispute relating thereto.