Terms & Conditions

1. Definitions
a) -“Customer” shall mean the Company indicated at the appropriate place in the Agreement Document.
b) -“The Company” or “CSK”, shall mean CSK Building services Northwest Limited
c) -“Normal working” shall mean 08.30 – 17.00 Monday to Friday, Bank Holidays excluded
d) -“Contract” shall mean any agreement between CSK and the customer for the supply of products or services.
e) -“Services” shall mean Services to be provided by CSK to a Customer for the supply of Products or Services.
f) -“Products ” shall mean Products or parts thereof to be supplied but not necessarily manufactured by CSK to the Customer and may include but shall not be limited to project engineering and management maintenance services and training
g) -“Contract Price ” shall mean the sum so named in the contract and is ex works exclusive of VAT and other Taxes and delivery costs which are payable in addition at the rate applicable at the date of invoice.
h) -“Premises ” shall mean the place or places other than trade Premises to which the product is to be delivered or where services are to be provided as described in the contract.
i) -“The date of handover” shall mean the date on which the Customer is required to sign the certificate of handover referred to in the paragraph 8(b) hereof or the date of Supply of Product where the contract is for supply of Product only.

These terms and conditions shall supersede any arrangements, statements, representations or negotiations made or existing between the parties hereto prior to, simultaneously with or subject to the execution of the Agreement Document. Except as otherwise provided herein, no addition, amendment or modification to these terms shall be effective unless in writing and signed by a director of CSK

2. Contract
a) – Any quotation submitted by CSK to the Customer shall constitute an offer and shall remain open for acceptance in the manner prescribed for a period of 30 days from the quotation date.
b) – Any contract between CSK and the Customer shall incorporate and be subject to these terms & conditions. General Terms & Conditions (if any) contained in the Customers order form or other document which are inconsistent with these general Terms & Conditions shall be void and of no effect.
c) – Any representation or warranty whether written or oral made or given prior to the contract is hereby expressly excluded and any amendment to these general Terms & Conditions shall not apply unless it is agreed in writing by CSK.
d) – If any provision hereof shall be held by a court of competent jurisdiction to be invalid or void such provision shall be struck out and the remainder hereof shall stand in full force and effect.

3. Liability.
a) – CSK shall not be liable to the Customer for any loss or damage whatsoever or howsoever caused, except as provided in c) below, arising directly or indirectly in connection with this contract or the maintenance and support carried out thereunder other than as imposed by law. Not with standing this, CSK expressly excludes liability for indirect or consequential loss or damage including, but not limited to loss or damage to data or to other equipment or property whether or not the same may be in CSK care, custody or control and for loss of profit, business, revenue, goodwill or anticipated savings.
b)-In the event that any limitation or provision be held to be invalid for any reason and CSK becomes liable for loss or damage that would otherwise have been excluded such liability shall become limited to the annual charge paid by the Customer to CSK in the year that such liability arose.
c)-CSK does not exclude liability for death or personal injury to the extent the same arises from the negligence of CSK, its employees, agents or authorised representatives.

4. Confidentiality
a) – CSK and the Customer shall keep confidential any information obtained under the contract and shall not divulge the same to any third party.
b) – The property and copyright in all documents, drawings, plans, illustration, photographs and other printed matter submitted to the customer shall remain with CSK and none of these items shall be disclosed to a third party without CSK’s written consent.
c) – The customer shall not acquire directly or indirectly by virtue of any contract any industrial intellectual or other Property rights of CSK pertaining to the Products and any present or subsequently acquired Industrial or Intellectual Property or other protected rights of CSK pertaining to the products shall become or remain the sole and exclusive property of CSK.

5. Payment.
a) – Payment of invoices shall be made 30 days of invoice date. CSK shall have the right to charge interest from the invoice date on overdue invoices without further notice at a rate of 4% over the base rate of National Westminster Bank Plc for the time being.
b) – CSK performance obligations shall be suspended on all Customer Contracts following non-payment of monies due on any current Contract. CSK shall not be responsible for any disruption caused by this ‘stop/start’ process or any additional delays that may be inevitable in reassembling resources, plant and equipment following this suspension action.

6. Title and Risk.
a) – Risk in the Product shall pass to the Customer on delivery to the Premises.
b) – Property in the Product shall not pass to the Customer until paid for in full. If nevertheless the Customer sells the Products or sells items into which the Products have been incorporated before the Products have been paid for in full he shall hold the proceeds of sale in trust for CSK and CSK shall be entitled to trace the Products into such items or the proceeds of sale.
c) – In the event of default in payment by the Customer or the Customer entering into liquidation or being made bankrupt or having a winding up order made against it or having a receiver appointed CSK shall without prejudice to any other remedies it may have under the Contract:(I) terminate the Contract forthwith by notice in writing to the Customer liquidator or other proper person as appropriate (ii) enter the Premises and recover any or all Products in respect of which full payment of the contract price has not been made and the Customer liquidator or other proper person shall afford CSK free access thereto and all such facilities as may be necessary to enable CSK so to do.

7. Delivery and Installation.
a) – CSK will use its best endeavours to comply with any date or dates agreed for delivery of and /or installation of the Product and the provision of services but such date or dates shall only be statements of expectation and in no way binding on CSK and accordingly time of delivery and installation shall not be of the essence of the contract.
b) – Delay in delivery of and/or installation of the Product or Services shall not entitle the Customer to rescind or repudiate the Contract or to claim any damages or compensation but if such delay arises as a result of any circumstances as envisaged under clause 13. hereof and lasts for a period of more than 6 months either party may by written notice to the other forthwith terminate the Contract on the following terms: (I) the Customer shall pay CSK for any Product or Services supplied; (ii) The Customer shall pay CSK for all work done and materials used.
c) – The Customer shall not be entitled to delay delivery or the provision of Services under any circumstances and if the Contract does not specify any date for delivery the Customer shall accept delivery when the Product is available for delivery.
e ) Subject to project specification requirements, In attempt to minimise project delays items subject to long lead times, or pro forma payments in advance of delivery shall be liable to invoice within the month off Purchase / Order.  

8. Inspection Testing and Handover
a) – When the Product has been delivered and installed in accordance with the Contract and has passed all agreed inspection and testing required under the Contract it will be handed over to the Customer who will be required to sign CSK’s standard certificate of handover.

9. Warranty.
a) – The warranty period shall be 12 months from: (I) the date of handover in respect of CSK manufactured Products; (ii) date of delivery to the Premises in respect of any Products supplied but not manufactured by CSK.
b) – During the warranty period CSK will use its best endeavours to keep the Product operating including repair or replacement (at CSK option) of any defective Products at no cost to the Customer.
c) – CSK warrants to the Customer that it will use its best endeavours to procure the manufacture of various parts of the Products to pass on the benefit of the warranties (if any) given by those manufacturers for the Customers benefit.
d) – The warranty shall be inoperative in the event of: (i) failure of the Customer to maintain a suitable environment; (ii) use of Products for purposes other than those for which they were originally designed without prior approval; (iii) accidental damage or neglect; (iv) failure of Customer to follow operating procedures laid down by CSK; (v) any alterations or additions to the Product or relocation of any part of the Product without CSK’s prior approval.
e) – The warranty shall not apply to the replacement of consumable items.

10. Customer Obligations
a) – It shall be the sole responsibility of the Customer to provide and maintain at all times adequate environment and operational conditions for the Product and any additional costs incurred by CSK due to the Customers failure suitably to prepare or maintain the Premises or to provide CSK with all facilities reasonably required by it to perform its obligations under the Contract shall be borne by the Customer.

11. Termination.
a) – Either party shall have the right to terminate the Contract if the other party is in material breach of the Contract and does not rectify this breach within 30 days of receipt of notification thereof in writing.
b) – Such termination shall in all cases be without prejudice to the existing rights and obligations of both parties.

12. Force Majeure
Should CSK be prevented from or hindered in performing its obligations under the contract or part thereof by reason of war, riot, explosion, fire, flood, lock-out, shortage of materials or labour, Act of God or any cause beyond CSK control, the time for performance shall be extended by a period equal to that during which the cause preventing or hindering performance exists.

13. Notice.
Any notice to be given under this contract shall be in writing in English and shall be deemed duly given if signed by or on behalf of a duly authorised officer of the party given the notice and if left at or sent by registered or recorded delivery/first class post, postage paid or by telex, telegram, facsimile transmission or other means of telecommunication in permanent written form to the customers registered office. Any such notice or other communication shall be deemed to be given.
a)-at the time when the same is handed to or left at the address of the party to be served;
b)-by post on the date (not being a Sunday or public holiday) three days following the day of posting;
c)-in the case of telegraph, telex or facsimile on the next following day.
In proving the giving of a notice it shall be sufficient to prove that the notice was left or that the envelope containing the notice was properly addressed and posted or that the applicable means of telecommunication was properly addressed and despatched (as the case may be).

15. Law.
This Agreement shall be governed by and interpreted in accordance with English law and the parties submit to the exclusive jurisdiction of the High Court of Justice in England but CSK Building Services Northwest Limited may enforce this contract.