Springhill Water Services Terms and Conditions (last updated 22nd August 2012)

1. GENERAL In these terms and conditions “Goods” includes the supply of services in accordance with the provisions hereof and “Delivery” includes performance of services as the context may admit. “Order” means an Order accepted by the Company (Springhill Water Services Ltd) and includes contracts to provide services and also authorised amendments to an Order. “Price” includes mutatis mutandis payment for Goods and/or services according to time expended materials used or supplied or on any other basis than fixed price.

1.1. Estimates or quotations comprise an invitation to treat only and are normally valid for 28 days. The company does not accept any responsibility or liability for any action undertaken by a third party based on a quotation or estimate provided by Springhill. No Order will become effective until it is accepted or confirmed on behalf of the Company. Such an accepted or confirmed Order will then comprise the Company’s entire agreement with the Buyer and merge all prior discussion quotation offers and understandings.

1.2. These terms and conditions exclude any other terms and conditions inconsistent therewith which a Buyer might seek to impose, even though such other terms and conditions may be submitted in a later document and/or purport to exclude or supersede any terms or conditions inconsistent with them or may be contained in any offer acceptance or counter offer made by the Buyer.

2. AMENDMENTS TO ORDER Save as expressly agreed in writing signed by the Company’s duly authorised representative:

2.1. If any information supplied by or on behalf of the Buyer is insufficient, incorrect, inaccurate or misleading or if the Buyer notifies the Company of any change of requirements in relation to any Order after acceptance thereof by the Company, the Company shall be entitled to amend the Price, the terms of payment and the delivery date or delivery schedule as the Company shall consider fair and reasonable. The Company shall as soon as practicable notify the Buyer in writing of such amendments. In particular all wasted journeys or additional time spent on site undertaken by the Company as a consequence of a change made by the Buyer shall be charged to the Buyer at net cost of labour and transport.

2.2. Any variation or amendment requested by the Buyer will only be valid and binding on the Company when subject to a change order relating to the Order duly placed upon and accepted by the Company in writing, signed by a duly authorised representative and subject to appropriate adjustment in Price, delivery dates and other matters.

3. DELIVERY The Company will endeavour to make delivery at the time and in the manner specified in the Order. However, delays caused by circumstances beyond our control may delay delivery. In such circumstances, delivery may be made by instalments if the Company has no other reasonable option.

3.1. If in the Company’s opinion any part of the Goods is usable by the Buyer independently of other parts the Company shall be entitled to deliver and to be paid for such part alone in the event of the whole of the Goods not being immediately available.

3.2. Unless otherwise stated in the Order delivery of Goods shall be at the Buyer’s premises or as specified in the Order.

3.3. Where the Company has undertaken to install the Goods the Buyer shall at its expense provide all such installation space, environment, power points and other facilities as the Company shall have specified in the Order or shall at any time reasonably require and any failure to do so shall be deemed a failure to accept delivery.

4. AMENDMENTS TO PRICE The Price, delivery dates or other terms relating to any Goods are based upon the Company’s assessment of materials labour and buy in prices from manufacturers and are subject to revision in respect of any increased cost to the Company in respect thereof PROVIDED THAT the Company shall give notice of any such intended revision, and the Buyer may within 2 days of receiving notice cancel the Order if the Price or delivery time would increase by more than 20% in which case neither party shall be liable to the other except that the Company shall be entitled to payment for the work it has done on a time and materials basis at its usual rates.

5. LIABILITIES AND INDEMNITIES All Goods will be carefully inspected before delivery to ensure freedom from defects and general compliance with the Order. The Company undertakes to repair or replace at its option, free of charge, any component part of the Goods which fails due to an inherent defect (workmanship, design or materials) within a period of 12 months from the date of completion of installation, provided that in the case of parts not manufactured by the Company the Company shall only be liable to the extent of guarantees given to the Company by its suppliers and subject to the compliance by the Buyer with all its obligations and undertakings in the terms and conditions herein.

5.1. The Company shall have the right whether before or after the date of the Order to alter the specification of the Goods or any part thereof without notice to the Buyer provided that such alteration shall not adversely affect the performance of the Goods and for the avoidance of doubt it is agreed that the sale and purchase shall not be a sale and purchase by sample.

5.2. The Buyer must examine the Goods immediately upon delivery and within 3 days thereafter notify the Company in writing of any defects. The Buyer must return any allegedly defective part or parts of the Goods to the Company or as the Company shall direct at the Buyers expense within 18 days of delivery. In default the Buyer will be deemed to have examined and accepted the Goods. The Seller reserves the right to investigate by phone or in writing any customer, or third party claim, whether goods have a fault in design, materials or workmanship. If as a result of these investigations we conclude that no such fault has occurred we shall not be compelled to make a site visit without first receiving an order in writing confirming that we shall be paid at our standard rates if no fault is found.

5.3. When contracted to install equipment, our engineers will not normally fit insulation materials unless they are specifically referred to in our quotation. We cannot guarantee that any insulation will protect equipment during extreme weather conditions and it is therefore the responsibility of the customer to take any additional steps to prevent the equipment or any part of the distribution system from the effects of extreme weather conditions.

5.4. In relation to components bought in from outside manufacturers the Company will use all reasonable endeavours to allow the Buyer the benefit of such rights against the manufacturers as the Company may have.

5.5 Until the expiry of any warranty period granted by the Company or until the payment in full by the Buyer of all monies whichever shall be the later:

5.5.1. The Company’s representative shall have a full and free right of access to the Goods

5.5.2. The Buyer shall only permit duly authorized representatives of the Company to effect replacement of parts, maintenance and repairs to the Goods.

5.5.3. The Buyer shall properly maintain the installation space and environment for the Goods so as to comply with the Company’s specifications.

5.5.4. The Buyer shall use only such operating supplies as shall comply with the manufacturer’s specifications.

5.6. The Buyer shall permit operation of the Goods only by such operators as shall be competent and conversant with the Goods and the Buyer shall not permit any addition or attachment to or movement of any item or part of the Goods or purport to assign or transfer its interest under any agreement between the Buyer and the Company.

5.7. The Buyer shall conform with all instructions and labelling prescribed by the Company in relation to the Consumer Protection Act 1987 or other health and safety legislation. If our engineers or supervisors believe that there are potential health and safety risks on site, this might result in the start of work being delayed until the site is made safe.

6. PATENTS ETC The Buyer covenants with the Company that it shall forthwith notify the Company of any allegation of infringement of any patent, registered design trade mark, copyright or other intellectual property right enjoyed by the Company or by the manufacturer or supplier of the Goods or any part thereof.

7. BUYER’S DESIGNS The Buyer warrants that any design or instruction furnished or given by it does not infringe any patent, registered design, trade mark or copyright or any such right or interest.

8. PAYMENT Carriage charges, VAT and all indirect taxes duties and levies Customs and import duties are unless otherwise shown payable in addition to the Price.

8.1 Any sums paid by deposit retainer or prepayment are not normally returnable.

8.2 Unless otherwise provided in the Order the Company will invoice monthly. Payment in full shall be due to the Company upon completion of work or 30 days after the date of the Company’s invoice (dependent on terms stipulated in our written quotation) and is the essence of the contract.

8.2.1. In the event of our engineer not being able to finish the job for circumstances outside our control, we reserve the right to make an interim charge at the end of each month. The amount chargeable will reflect the costs incurred in terms of equipment and labour up to the date of the interim invoice.

8.3. The time sheets maintained by the Company shall be conclusive.

8.4. If the buyer (being a company) enters into administration liquidation or receivership or (being an individual) becomes bankrupt or in either case makes any arrangement with his creditors or commits a material or serious breach of this agreement (and in the case of such a breach being remediable fails to remedy it within 7 days of receiving notice to do so) he will be deemed to have repudiated the contract.

9. QUOTATIONS Quotations are based on a visual inspection or general site survey and may be amended if anomalies not meeting generally accepted plumbing, electrical or building practice are discovered.

10. CONFIDENTIALITY The Company and the Buyer shall treat all confidential information belonging to the other party as confidential and safeguard it accordingly. The Company shall take all necessary precautions ot ensure that all Confidential Information obtained from the Buyer under or in connection with the Contract is not disclosed (without prior approval) or used otherwise than for the purposes of the Contract.

10.1. In stating the above the Buyer recognises the requirements of the Freedom of Information Act 2000 and the Environmental Information Regulations 2004 and requires the Company to do the same.

11. ASSIGNMENT AND SUB CONTRACTING Only engineers employed and trained by the Company will be called upon to carry out installations or servicing. However in some circumstances it may be necessary for the Company to assign or sub contract such part or parts of an Order. If such circumstances should be arise then prior notice will be given to the Buyer.

12. TITLE AND RISK IN GOODS The title in Goods shall not pass from the Company to the Buyer until the receipt by the Company of payment in full of all sums due or owing from the Buyer to the Company on any account. Until title has passed the Goods shall be held in trust for the Company and shall be marked as the property of the Company stored separately and not incorporated into any larger assembly or system or disposed of or used in any way by the Buyer. If the Buyer defaults in the punctual payment of any sum owing to the Company then the Company shall be entitled to the immediate return of all Goods sold by the Company to the Buyer in which the title has not passed to the Buyer and the Buyer hereby irrevocably authorises the Company to recover the Goods and enter any premises of the Buyer for that purpose.

12.1. The risk in the Goods shall pass to the Buyer on delivery to the Buyers works. As soon as the risk passes to the Buyer he shall keep the Goods and altered goods insured in the amount at which the Goods and other mixed or incorporated products were sold to the Buyer against all insurable risks. Any sums paid by such insurance prior to the Goods being paid for in full and all other accounts being paid to the Company by the Buyer shall be paid to the Company to the extent of the outstanding price.

13. BUYERS PROPERTY AND PREMISES Without prejudice to the Company’s rights, all materials, it will be assumed that tools, jigs, fixtures, drawings, artwork, specifications, samples and property provided by the Buyer (“Buyer’s Property”) shall be correct and accurate and satisfactory in all respects.

14. LIEN Until the Company has received payment in full for any Goods from the Buyer the Company shall have a general and specific lien on all the Buyer’s Property in the possession or control of the Company for all monies due to the Company from the Buyer.

15. MATTERS BEYOND THE COMPANY’S CONTROL The Company shall not be liable for any loss, damage or expense howsoever arising from any delay or failure of performance arising from circumstances beyond its control including but not limited to earthquake, flood, storm, act of God or of public enemies, national emergency, invasion, insurrection, riots, strikes, picketing, boycott, interruption of services rendered by any public utility or interference from any government agency or official.

16. LAW This agreement shall in all respects be governed by and construed in accordance with the laws of England. The Buyer submits to the jurisdiction of the English courts.

17. ADDITONAL CONDITIONS All invoices are due for payment from the date of delivery of goods or the completion of installation work (as specified in our quotation). Any invoice outstanding beyond this period may be referred to Daniels Silverman Limited (Debt Collectors) and in such an event will be subject to a surcharge of 15% plus vat to cover the collection costs incurred. This surcharge together with all other charges and legal fees incurred will be the responsibility of the customer and will be legally enforceable.