terms and conditions
1. Definitions
'Booking Form' means the form to be completed and signed by the Customer when booking the Services;
'the Company’ means Blooming Futures Limited of Units 2-4 Old Shoreham Cement Works, Shoreham Road, Upper Beeding, Steyning BN44 3TX;
'Contractor' means any other Person, whether recommended by the Company or not, who carries out work for the Customer in connection with the Services but who is not a Sub-Contractor of the Company;
‘Converted Engine’ means an engine which has been modified by the Company to run on Pure Plant Oil Fuel;
'Customer' means the Person named on the Booking Form and/or the Person for whom the Company has agreed to provide the Services in accordance with these Terms & Conditions;
'Equipment' means any equipment and materials acquired from a third party to be used by the Company in connection with the provision of the Services;
‘Fee’ means the Price and the cost of Equipment;
'Force Majeure' means act of God, Harsh Weather Conditions, war, civil disturbance, government action, strike, difficulties in obtaining materials, breakdown in machinery, fire or accident or any other causes whatsoever beyond the control of the Company;
'Immediate Examination' means as defined under clause 6.1 below;
'Person' means any individuals, firms, partnerships, associations, companies incorporated or unincorporated bodies, organisations, local authorities, government departments, etc;
'Price' means the price for the Services as quoted by the Company in writing, whether in the Booking Form or otherwise, to be paid by the Customer to the Company in accordance with these Terms & Conditions and the Booking Form;
'Services' means the services to be provided by the Company to the Customer of modifications to the engine to allow it to be operated with Pure Plant Oil Fuel.
'Sub-Contractor' means any Person who was instructed and paid by the Company for the carrying out of work for the Company in connection with the provision of the Services under these Terms & Conditions;
'these Terms & Conditions' means the agreement entered by the Company and the Customer as set out in these terms and conditions and, if completed, the Booking Form;
‘Pure Plant Oil Fuel’ means pure natural vegetable oil that complies with the Weihenstephan standard for rapeseed oil as a fuel.
‘Vehicle’ the vehicle or vehicles of the Customer on which the Services shall be provided by the Company;
'Working Days' means Monday to Friday excluding Saturdays, Sundays, bank holidays and public holidays in England and Wales.
2. These Terms & Conditions
2.1 The signing of the Booking Form by the Customer or the commencement of the Services by the Company shall be deemed to be unconditional acceptance by the Customer of these Terms & Conditions.
2.2 These Terms & Conditions constitutes the entire agreement between the parties and the parties hereby acknowledge that it supersedes, overrides and ousts all previous negotiations, representations, agreements or understandings between the parties and may not be varied except in writing between the parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
2.3 The parties hereby confirm that no terms of these Terms & Conditions are enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to these Terms & Conditions.
2.4 The construction, validity and performance of these Terms & Conditions shall be governed by the laws of England and any claim or dispute arising therefrom shall be subject to the exclusive jurisdiction of the English Courts.
3. Fee & Payment
3.1 The Customer shall pay the Fee to the Company for the Services as follows:
3.1.1 Equipment
The Company shall invoice the Customer for all the Equipment either purchased or need to be purchased for the provision of the Services within 10 working days of such invoice;
3.1.2 Services
The Company shall invoice the Customer for all the provision of the Services within 10 working days of such invoice;
3.3 If the Customer fails to make payment in full in accordance with this clause 3 then, without prejudice to any other rights of the Company, the Company shall be entitled to either:
3.3.1 suspend without incurring any liability, the provision of all or any other Services to be provided to the Customer under these Terms & Conditins but under no circumstances shall the Customer be released from its obligations to the Company under these Terms & Conditions; or
3.3.2 terminate these Terms & Conditions with the Customer in accordance with clause 8 below and claim damages from the Customer.
4. Supply of Services
4.1 The Company shall use its best endeavours to provide the Services using reasonable care and skill and as far as reasonably possible, provide the Services in accordance with the Booking Form.
4.2 It shall be the responsibility of the Customer to:
4.2.1 provide the Vehicle to the Company;
4.2.2 fulfil all the obligations required of the Customer in accordance with the Booking Form and these Terms & Conditions;
4.2.3 obtain any relevant consent that may be required from any Person including, but not exclusively, consent regarding Services prior to the commencement of the Services and/or during if so required;
4.2.4 directly instruct, negotiate and communicate with and make payment to the relevant Contractors, whether recommended by the Company or not, and clause 6.3.6 (that restricts the liability of the Company) shall apply;
4.2.5 maintain the Converted Engine in accordance with the instructions given by the Company (whether oral or in writing).
5. Claim for Unsatisfactory Services
5.1 Immediate complaints shall be handled and dealt with as follows:
5.1.1 upon completion of the Services, the Customer shall immediately after (or at the earliest opportunity thereafter if the Customer or any representative of the Customer is not available upon completion of the Services) examine the Services to check that they have been delivered in accordance with the Booking Form and these Terms & Conditions;
5.1.2 any complaint that is or can be apparent upon such examination as set out under 5.1.1 above, shall be reported to the Company within no longer than ten Working Days after the completion of the Services.
5.2 The time for making all such claims is of the essence of these Terms & Conditions and the Company’s liability shall be limited as set out in clause 6.
6. Warranties
6.1 If a claim was not notified by the Customer within the time limits set out in Clause 5 above, the Company shall have no liability and the Customer shall be bound to pay the Price as if the Services had been delivered in accordance with these Terms & Conditions.
6.2 In cases of non immediate complaints, the Company will use its best endeavours to deal as soon as possible and efficiently as possible with such subsequent concern or complaint with regard to the Services, as long as:
6.2.1 such a complaint or concern was not and could not have been apparent on Immediate Examination; and
6.2.2 it is reported to the Company within no longer than 12 months after the completion of the Services.
6.3 In the event that a claim is notified to the Company in accordance with these Terms & Conditions, within the time limit set out in clause 5 above and the Company is of the opinion that such a claim is valid, then the Company, at its sole discretion, shall either provide:
6.3.1 the Services complained about as appropriate free of charge;
6.3.2 a refund of the relevant charge within the Price to the Customer;
and under no circumstances whatsoever shall the Company have any liability to the Customer in respect of any of the matters referred to in clause 5 greater than that expressed in this clause.
6.4 The Company does not give any warranty, guarantee or indemnity as to the quality, fitness for purpose or otherwise of the Equipment, but shall, where possible, assign to the Customer the benefit of any warranty, guarantee or indemnity given by the person supplying the Equipment to the Company.
6.5 The repairs or replacements under this warranty will be subject to the following conditions:
6.5.1 Whether the part is repaired or replaced is the sole option of the Company;
6.5.2 All warranty claims must be returned to the Company at the Customer’s expense;
6.5.3 The warranty on the Equipment does not cover the removal or refitting expenses, loss of use of the Vehicle, loss of time, inconvenience, towing or recovery or any other consequential damages. These costs will be borne by the Customer;
6.5.4 All Equipment must be returned to the Company for inspection before any warranty claim may be processed;
6.5.5 That the defect was not caused by an accident, misuse, neglect or lack of maintenance;
6.5.6 No warranty will be considered on any item that has been modified, for example ground or drilled without the written consent of the Company;
6.5.7 No warranty claim will be considered unless an invoice copy or proof of purchase date accompanies any claim.
7. Liability
7.1 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer for any financial loss, loss of profit, damage, costs, expenses indirect, special or consequential loss, or other claims, whether caused by the negligence of the Company or the Company’s representative, which arise out of or in connection with the provision of the Services by reason of:
7.1.1 any description, samples, specification or other particulars whether in the Company’s literature or otherwise, relating to the Services or their suitability for any particular purpose or for use under specific conditions unless they form part of these Terms & Conditions;
7.1.2 technical information, recommendations, statements or advice given by or on behalf of the Company relating to the methods of providing the Services;
7.1.3 any instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer;
7.1.4 failure to perform or a delay in performing any of the Company’s obligations in relation to the Services, if the failure or the delay was due to any cause beyond the Company’s reasonable control, including but not exclusively, Force Majeure incidents;
7.1.5 any representation (unless fraudulent), implied warranty, condition, other term, duty at common law or under the express terms of these Terms & Conditions;
7.1.6 any work carried out or advice provided or Equipment used by any Contractors whether recommended by the Company or otherwise;
7.2 The Customer shall indemnify the Company in respect of any claims, proceedings, liabilities, damages, costs and expenses of whatsoever nature made against or incurred by the Company by reason of damage caused to person or property and arising out of a failure by the Customer to comply with the provisions of these Terms & Conditions or to observe the Company’s instructions (whether oral or in writing) relating in any way whatsoever to the Services.
7.3 Subject as expressly provided in these Terms & Conditions and except where the Services are provided to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. The Statutory Rights of Consumers are not affected by these Terms & Conditions.
8. Termination
8.1 the Company may by notice in writing to the Customer terminate these Terms & Conditions forthwith if:
8.1.1 the Customer commits any breach of any of these Terms & Conditions on its part to be observed and performed, including without limitation terms concerning the time for payment of the Price or any part thereof;
8.1.2 the Customer compounds with or negotiates for any composition with its creditors generally;
8.1.3 being an individual the Customer shall die or have a receiving order made against him/her or commits an act of bankruptcy or enters into a voluntary arrangement; or
8.1.4 being a Company the Customer shall call any meeting of its creditors or have a Receiver or Administrator appointed or enter into any liquidation.
9. Delivery and Risk
9.1 Risk shall pass to the Customer upon the collection of the vehicle by the Customer and it shall be the responsibility of the Customer.
9.2 Notwithstanding delivery or collection of the Vehicle or of any documents relating to them, the Company will remain the sole and absolute owner of the Equipment and no title shall pass until payment in full has been made of the Price and any other sums payable (whether due or not) in respect of the Services.
9.3 The Company shall be entitled to bring an action for the Price and such other charges whether or not title in the Equipment shall have passed to the Customer as aforesaid.
9.4 [The Customer shall keep any such Equipment fully insured against all risks normally insured against at least throughout the period between the risk therein passing to the Customer and the title therein ceasing to remain with the Company in accordance with this clause 9].
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