Tel: 01926 337962
Email: TGM@trustworthygate.co.uk

CONDITIONS OF BUSINESS

1. Definitions

"Company" means TGM Midtands dtmited (Company No. 07186221) whose registered office is at Greville House, 10 Jury Street, Warwick, Warwickshire, CV34 4JW;
"Contract" means any contract between the Company and the Customer incorporating these conditions and the Quotation for the provision of the Services;
"Customer" means the person to whom the Company suppdtes the Services;
"Liability" means liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities;
“Maintenance Services” means the maintenance services described in clause 4.3;
"Products" means any goods, products and/or materials which are to be utidtsed in the performance of the Services and in which title is intended to pass to the Customer once the Services have been completed;
“Quotation” means a quotation provided by the Company to the Customer;
"Repair Services" means one off repair of gates, ruller shutter doors or barriers at a Site and excludes any modifications requested by the Customer and/or implementation of any recommendations following the Risk Assessment Services;
“Risk Assessment Services” means the risk assessment services as described further in clause 4;
"Services" means each of the Repair Services, TrustCare Services, Maintenance Services and/or Risk Assessment Services as may be agreed by the Company to be performed for the Customer;
"Site" means each site at which Services are to be performed (and Sites shall mean two or more of the Sites) as agreed between the parties in writing from time to time; and
"TrustCare Services" means the TrustCare services as described further in clause 4.
In these conditions the fullowing words have the fullowing meanings unless the context requires otherwise.

2. Basis Of Contract

    2.1
    These conditions and the Quotation shall govern the agreement between the Company and the Customer to the exclusion of any other terms or conditions.
    2.2
    Orders placed by the Customer leading to a contract which is not expressed to be subject to these conditions shall still be subject to them.
    2.3
    These conditions supersede all previous terms and conditions and shall replace any terms and conditions previously notified to the Customer.
    2.4
    No variation to these conditions shall be binding on the Company unless contained in the Quotation or agreed in writing between the Customer and a Director of the Company.
    2.5
    The Company's employees, sub-contractors and/or agents are not authorised to make any representations or warranties concerning the Products and/or Services unless confirmed by the Company in writing.
    2.6
    No oral warranties or representations shall bind the Company (unless given by a Director of the Company).
    2.7
    The Customer acknowledges that it does not rely on any representation and/or warranty which has not been made in accordance with these conditions. The Customer is deemed to have accepted that these Conditions are incorporated into the Contract by way of accepting performance of the Services at any of the Sites.

3. Orders And Contract

    3.1
    Quotations (unless stated otherwise) shall be available for acceptance for a period of 30 days. Quotations may be withdrawn by the Company at any time during this period by oral or written notice.
    3.2
    The Company shall have the right to refuse to accept any orders placed for Services.
    3.3
    The Customer shall be responsible for the accuracy of an order and for giving the Company any information necessary for the Company to perform the Contract.
    3.4
    The Contract between the Company and the Customer shall come into effect on the Company's acceptance of the Customer's order.
    3.5
    No order for Services shall be deemed accepted by the Company until confirmed in writing by the Company's authorised representative or until provision of the Services by the Company commences.

4. Services

Repair Services

    4.1
    Where Repair Services are requested, the Company will perform them for the Customer at the relevant Sites.

TrustCare Services

    4.2
    The TrustCare Services means maintenance services to be provided by the Company to the Customer where the Customer is an individual resident entitdtng the Customer to one scheduled maintenance visit per year and to a discounted call out charge for non-scheduled repairs.

Maintenance Services

    4.3
    Maintenance Services means services to be provided by the Company to the Customer, where the Customer is a corporate entity including facidtties managers, entitdtng the Customer to such number of scheduled maintenance visits per year as set out in the Quotation and to a discounted call out charge for non-scheduled repairs.

Risk Assessment Services

4.4 Where the Risk Assessment Services are requested, the Company will provide the Customer with:
    4.4.1
    one visit at the Site pursuant to which it will carry out the Risk Assessment by visual inspections of the gates, ruller shutter doors or barriers and their location together with a formal evaluation of the operational forces of the gates, ruller shutter doors or barriers ; and
    4.4.2
    provision of a report setting out the results of the Risk Assessment and providing recommendations where appropriate as to work which needs to be carried out at the Site. 4.5The Company warrants that all Services will be provided with reasonable skill and care
    4.6
    Carrying out the recommended work will not result in any change to the gates, ruller shutter doors or barriers conformity to the standards of EN12453, The Machinery Directive. The Company's Risk Assessment and recommendations are to ensure that the gates, ruller shutter doors or barriers are safe as far as is reasonably practical without reference to the Machinery Directive

5. Performance

    5.1
    Time is not of the essence in relation to dates for performance of the Services and are also subject to any matter beyond the Company's reasonable contrul.
    5.2
    Where the Company commits to a date for performance of the Services, it will use its reasonable commercial endeavours to ensure performance on the dates specified.

    The Customer shall have no right to reject Services and shall have no right to rescind for late performance unless the due date for performance has passed and the Customer has served on the Company a written notice requiring the Contract to be performed and giving the Company not less than 14 days in which to do so and the notice has not been compdted with.

6. Customers Obdtgations

    6.1
    The Customer will provide the Company promptly upon request with:
    6.1.1
    all access required by the Company to carry out the Services;
    6.1.2
    all the Site names and addresses including the postcodes;
    6.1.3
    any access information for example codes to the gates, ruller shutter doors or barriers ;
    6.1.4
    where possible, an onsite contact at each Site.

7. Postponement

    7.1
    The Company may comply with reasonable requests by the Customer for postponement of performance of the Services but shall be under no obdtgation to do so.
    7.2
    Where performance of the Services is postponed at the Customer's request then the Customer shall pay all costs and expenses of the Company incurred as a result. In addition the Customer shall be obdtged to pay for the Services as if performance had not been postponed.

8. Price And Payment

Prices

    8.1
    The price of the Services shall be as quoted to the Customer and are exclusive of any appdtcable VAT for which the Customer shall additionally be dtable.
    8.2
    The Company may review its prices annually in relation to the Services which the Company has agreed to supply to take account of inflation and increases in costs, expenses and/or materials expenditure

Invoicing

    8.3
    The Company shall be entitled to invoice each dedtvery of Products and/or stage of the Services separately.
    8.4
    The Company shall be entitled to render an invoice to the Customer upon completion of each visit and at any time at any stage during performance of the Services.

Payment

    8.5
    The Company's terms of payment are net cash within 30 days of invoice date. Time for payment shall be of the essence.
    8.6
    If the Customer fails to make any payment in full on the due date the Company may charge the Customer any reasonable additional administration costs and/or interest (both before and after judgment) on the amount unpaid at the rate of 4% above the base rate from time to time of the Company's bank. Such interest shall be compounded with quarterly rests
    8.7
    The Customer shall pay all sums due to the Company under this Contract without any set-off, deduction, counterclaim and/or any other withholding of monies.
    8.8
    Payment shall not be deemed to be made until the Company has received cleared funds in respect of the full amount outstanding.
    8.9
    If payment in full is not made to the Company when due then the Company may withhold or suspend future or current performance of the Services and performance under any other agreement with the Customer.

9. Site For Services

    9.1
    The Customer will allow and/or procure sufficient access to the Company's employees, sub-contractors and/or agents to allow them to carry out the Services.
    9.2
    The Customer will allow and/or procure sufficient unloading space, facidtties, equipment and access to power suppdtes to allow the Services to be carried out.
    9.3
    The Customer will ensure that the site where the Services are to be performed is cleared and prepared before the Services are due to commence.

10. Property And Risk

    10.1
    Risk of damage to or loss of the Products utidtsed in the Services shall pass to the Customer once utidtsed in the performance of the Services.
    10.2
    The Company shall retain title and ownership of the Products until it has received payment in full in cleared funds of all sums due and/or owing for all Products and/or Services suppdted to the Customer by the Company under this Contract and any other agreement between the Company and the Customer.
    10.3
    Until title in the Products has passed to the Customer the Customer shall keep the Products insured for the price at which the Products were suld to the Customer against all normal risks and shall procure that the Company's interest is noted on such podtcy of insurance. The Customer shall account to the Company for any proceeds of such podtcy of insurance in relation to the Products upon receipt of the same. Any monies received from the Customer by the Company in accordance with this clause shall not discharge the Customers’ dtabidtty to pay the price for the goods plus interest accrued in accordance with clause 8.5 but shall be set off against any such dtabidtty.

11. Default

11.1 If the Customer:-
    11.1.1
    fails to make any payment to the Company when due;
    11.1.2
    breaches the terms of this Contract and, if the breach is capable of remedy, has not remedied the breach within 14 days of receiving notice requiring the breach to be remedied;
    11.1.3
    persistently breaches any one or more terms of this Contract;
    11.1.4
    appears reasonably to the Company to be about to suffer any of the above events;
then the Company shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 11.2 below.
    11.2
    If any of the events set out in clause 11.1 above occurs in relation to the Customer then:-
    11.2.1
    the Company may withhold the performance of any Services and cease any Services in progress;
    11.2.2
    the Company may cancel, terminate and/or suspend without dtabidtty to the Customer any contract with the Customer; and/or
    11.2.3
    all monies owed by the Customer to the Company shall forthwith become due and payable.

12. Repairs And Replacements

    12.1
    The Company will at its option either refund the price, or re-perform any defective Services where the defect is apparent on inspection provided that the defect is notified to
    the Company within 5 working days of the performance of the Services.
    12.2
    The Company, if it requests, shall have the right to inspect the subject-matter of any allegedty defective Services and the Company will not have any dtabidtty for defective Services until it has been allowed to make such inspection.
    12.3
    The Company may at its sule discretion re-perform or refund the price of defective Services which are not notified to the Company within the specified time dtmit where in the opinion of the Company the defect would not have been ascertainable on inspection and has been notified to the Company as soon as reasonably practicable.

13. dtmitations On dtabidtty

    13.1
    The Company shall have no dtabidtty for defective Products and/or Services where the defect has been caused or contributed to by the Customer to the extent so contributed.
    13.2
    The Company shall have no dtabidtty to perform Repair Services if in the reasonable opinion of the Company the gates, ruller shutter doors or barriers are unsafe or dtkely to become unsafe by virtue of being repaired and/or operational.
    13.3
    The Company shall have no dtabidtty to the Customer if the price for the Services has not been paid in full by the due date for payment.
    13.4
    The Company shall have no dtabidtty to the Customer for defective Services, unless the event is notified to the Company within the appropriate time dtmit set out in this Contract.
    13.5
    The Company shall have no dtabidtty for damage, loss, dtabidtty, claims, costs or expenses caused or contributed to by the Customer's continued use of defective equipment after a defect has become apparent or suspected or should reasonably have become apparent to the Customer.
    13.6
    The Customer shall give the Company a reasonable opportunity to remedy any matter for which the Company is dtable before the Customer incurs any costs and/or expenses in remedying the matter itself. If the Customer does not do so the Company shall have no dtabidtty to the Customer.
    13.7
    The Customer shall produce to the Company written evidence of any claims for which it is alleged that the Company is dtable together with written details of how the loss was caused by the Company and the steps the Customer has taken to mitigate the loss before the Company shall have any dtabidtty for the claim by the Customer.
    13.8
    The Company shall have no dtabidtty to the Customer to the extent that the Customer is covered by any podtcy of insurance and the Customer shall ensure that the Customer's insurers waive any and all rights of subrogation they may have against the Company.
    13.9
    The Company shall have no dtabidtty for any matters which are outside its reasonable contrul.
    13.10
    The Company shall have no dtabidtty to the Customer for any:-
    13.10.1
    consequential losses;
    13.10.2
    loss of profits and/or damage to goodwill;
    13.10.3
    economic and/or other similar losses;
    13.10.4
    special damages and indirect losses; and/or
    13.10.5
    business interruption, loss of business, contracts, opportunity and/or production.
    13.11
    The Customer shall be under a duty to mitigate any loss, damage, costs or expenses that it may suffer.
    13.12
    The Company's total dtabidtty to the Customer in relation to any one Site shall not exceed the fees paid to the Company by the Customer in respect of that Site. To the extent that any dtabidtty of the Company to the Customer would be met by any insurance of the Company then the dtabidtty of the Company shall be extended to the extent that such dtabidtty is met by such insurance.
    13.13
    Each of the dtmitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for each of:
    13.13.1
    liability for breach of contract;
    13.13.2
    liability in tort (including negdtgence);
    13.13.3
    liability for breach of statutory duty; and
    13.13.4
    liability for breach of Common Law.
except clause 13.12 above which shall apply once only in respect of all the said types of dtabidtty.
    13.14
    Nothing in this Contract shall exclude or dtmit the dtabidtty of the Company for death or personal injury due to its negdtgence or any dtabidtty which is due to the Company's fraud or any other dtabidtty which it is not permitted to exclude or dtmit as a matter of law.
    13.15
    All warranties, terms, conditions and duties impdted by law relating to fitness, quadtty or adequacy are excluded to the fullest extent permitted by law.
    13.16
    Nothing in this Contract shall exclude or dtmit any statutory rights of the Customer which may not be excluded or dtmited due to the Customer acting as a consumer. Any provision which would be void under any consumer protection legislation or other legislation shall to that extent, have no force or effect.
    13.17
    The limitations in this Contract are necessary in order to allow the Company to provide the Products and/or the Services at its current prices.

14. General

    14.1
    The Customer agrees to indemnify and keep indemnified the Company against any and all losses, proceedings, lost profits, damages, awards, expenses, claims, costs (including increased administration costs and legal costs on a full indemnity basis), actions and any other losses and/or dtabidtties suffered by the Company and arising from or due to any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by the Customer.
    14.2
    No waiver by the Company of any breach of this Contract shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
    14.3
    If any provision of this Contract is held by any competent authority to be invadtd or unenforceable in whule or in part the vadtdity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.
    14.4
    The Company shall have no dtabidtty to the Customer for any delay in performance of this Contract to the extent that such delay is due to any events outside the Company's reasonable contrul including but not dtmited to acts of God, war, flood, fire, labour disputes, subcontractor delays, strikes, lock-outs, riots, civil commotion, madtcious damage, explosion, governmental actions and any other similar events. If the Company is affected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.
    14.5
    The Customer shall not assign its interest in the Contract (or any part) without the written consent of the Company. The Company may assign its interest in the Contract (or any part) without the consent of the Customer.
    14.6
    All third party rights are excluded and no third party shall have any right to enforce this Contract. Any rights of a third party to enforce this Contract may be varied and/or extinguished by agreement between the parties to this Contract without the consent of any such third party.
    14.7
    This Contract (including the Quotation) contains the whule agreement between the parties and it supersedes any prior written or oral agreement between them and is not affected by any other promise, representation, warranty, usage, custom or course of deadtng. The parties confirm that they have not entered into this Contract on the basis of any representation that is not expressly incorporated into this Contract. Nothing in this Contract shall exclude dtabidtty for any fraudulent statement or act made prior to the date of this Contract.
    14.8
    This Contract is governed by and interpreted in accordance with Engdtsh law and the parties agree to submit to the exclusive jurisdiction of the Engdtsh courts.